Wither Wings
by lorcleis
Summary: Six dead, thirty injured. That's what the news report said regarding a fire at a medical research facility in Washington. Except witnesses that escaped the premises won't say a word and the bodies they announced were never recovered. But when a SHIELD team is visited the same day of the fire by what they can only describe as a girl with wings, the mystery begins to get deeper.
1. Phase 1: The Safe House

**This is a rewrite of my popular fanfiction, _Wither Wings_. For now, and Wattpad are the only places that have the new first chapter. I'll be posting it only on FF until I work out the kinks and then I'll add it to Wattpad, Ao3, and Tumblr. Some important information:**

**-This completely disregards canon after book 3. Nothing in the Final Warning, situations with Dylan, or crazy shit with the apocalypse happened.**

**-The rest of the Flock is dead. Sorry.**

**-Max is around 16/17 but, as always, looks older. **

**-This will feature Steve Rogers, Tony Stark, Natasha Romanoff, and SHIELD heavily. Other characters will pop in for a scene or two, including (but not limited to) Rhodey, Pepper, Bruce, Thor, Jane, Darcy, Ian the Intern, Phil Coulson, Clint, and the Director.**

**-No, I am not updating Avians and Arachnids at this time. Hold your horses, it will all come in due time.**

**I know you guys love this story and you've been waiting a long time for it, but constantly peppering me with reviews and messages telling me to update does nothing for my motivation. Suggestions, saying what you liked, speculating on how the story goes are all things that make me interested to continue. **

**This contains a lot of swearing. I feel that Max has done enough time to be allowed to say 'fuck' every once in a while like a normal 17 year old. Anyone who doesn't want her to swear because she's a lady or they think swear words mean you're less intelligent, can kindly shut the door behind them as they leave.**

**Thank you for your time.**

* * *

Pearson hadn't been trained in what to do if someone knocked on the door.

In all of his years of SHIELD training, he still grasped at straws whenever a crisis arose. Steve Rogers, he was not. At the ripe age of 26, Pearson had graduated from the SHIELD Academy later than he should have with a lower grade than anyone should be allowed. Pearson was considered, largely by his own teammates, to be the unofficial mascot. He took care of everyone when the time called for it. Need a band-aid? Pearson. Want a home-cooked meal? Pearson. His official title was supervisory personnel, but everyone ended up calling him Mom.

The light on the top of the coffee machine clinked softly in the half-light of the safe house.

"Pearson," Agent Steele, a slim woman with a buzzcut that showed off her crescent-shaped scar, motioned towards the coffee maker with a gloved hand. "Coffee's done."

Pearson peeked up from the stack of case files he was studying and stood from his chair. Wooden boards that lined the floor of the safe house creaked as he crossed the room and pulled three chipped mugs from a cabinet with rusting knobs. A biting breeze whistled through the cracks in the walls and Pearson tightened his grip on the pot's handle. He poured the coffee into mugs and set them on the card table in the center of the kitchen.

"Thanks Mom," said Agent Casias from his seat near the window. He reached back for the coffee and took a sip before returning to look out the binoculars he was tasked to hold a week ago. Casias grimaced, the light beginnings of a beard brushing against his lower lip. "Black again?"

Pearson returned to his seat and pulled the paper contents out of a manila envelope. "We're almost out of sugar and supplies won't be arriving for another week."

Casias's cup made a light sound as it clinked against the edge of the card table. He shifted his seat so he could better see out the window and looked through the binoculars with a sour expression.

Steele suppressed laughter as she brought her cup to her lips. Her voice was low and tough, like she had sandpaper for a tongue. "What a walnut. Just drink the coffee, Casias. It ain't gonna hurt you."

Casias stuck his tongue out at Steele and fiddle with the zoom controls so he could focus better.

"Very professional," Pearson said with a small grin. Steele was practically in hysterics.

"Yeah, you're one to talk, Pearson," Casias retorted. He grabbed the binoculars with force and brought them to his eyes, muttering about taste buds and sweeteners.

It was raining outside the safe house, which was little more than a cabin in a forest God-knows-where. Trees held together the sides of the two bedroom house like Lincoln logs and a covering of pine needles made the structure nearly invisible from afar. The agents were watching the area for any suspicious movement, but Pearson wasn't exactly sure what that entailed. The case files he was pouring over mentioned a medical research facility ten miles to the north, but it had been abandoned years ago.

It was a throwaway assignment, and all three of them knew it. They were there because no one knew what to do with them. Casias has developed a fear of confrontation and extreme night terrors after a mission gone awry in Cambodia and had almost tranqed a fellow agent. Steele had a short fuse that ended in her skull nearly getting cleaved in two. She was in the process of recuperation. Pearson was...well, _Pearson_. They were hopeless at deskwork, worse at field work, and remedial training was out of the question. Surveillance was a simple and low-impact mission; even a monkey could do it.

Casias shifted in his seat and sullenly sipped cooled coffee from his cup. He tried his best not to make a face as he looked out into the dense forest. Rain dripped off of branches near the window and, for a split second, he thought he glanced a fox. Casias rubbed his temples and jotted down notes in his case book.

**Surveillance Case 8246C: Washington**

**Team Godot**

**Agent Luca Casias**

11-4-14  
11:00

_No sign of activity. Will continue to monitor._

Casias glanced out the window again and sighed. "We've been here going on a month and there's nothing."

Steele leaned back in her seat and shrugged. "Then we'll wait a bit longer. SHIELD knows there's something out there, and we'll be ready when it comes."

The flutter of paper filled the silence as Pearson transitioned to the next manila envelope.

"I guess you're right." Casias turned back to the window and sighed, the dark green thickets and tightly-packed foliage offering no answer. He took up the binoculars again. "There's got to be something out there."

* * *

Wet leaves muffled the sound of Max's blood-spattered tennis shoes as she came down on the other side of the barbed-wire fence that surrounded the Itex Complex of northern Washington. She could feel the heat of the fire burning behind her and she ran, clutching the deep gashes in her stomach that threatened to spill her guts. She jumped, her wings flapping uselessly in the rain, before collapsing back onto the ground. Maximum Ride was dying and she knew it, she just refused to acknowledge anything except survival.

Max was up again, stumbling through the forest as quickly as her feet would carry her. The back of her shoulders and legs screamed in pain when water hit them. The burns were beginning to blister and peel after being exposed to the elements, charred pieces of her shirt sticky with congealed blood and melted hair.

Max's foot caught on a jagged rock and she fell, dirt and mud smearing over her body as her hands tried to break her fall. She took in an unsteady breath and got up once more, each step taking her farther and farther away from the slaughterhouse.

She ran through the dense packing of trees with her teeth clenched and muscles tensed. Max froze in her tracks when she heard howling in the distance.

Erasers.

She picked up the pace. They were faster and stronger than she was, a factor that would get her killed in an instant. Strands of bloodied hair obscured her vision and she swiped at them with dirt-caked fingertips.

_Fuck, fuck, fuck,_ Max thought to herself as the rain began to come down harder. _Fuck this, fuck you, fuck everything._

She heard the stomping of combat boots on the forest floor behind her and pumped her legs faster. The Erasers were gaining and she had nowhere to go. Max pushed past a dense gathering of tree branches and stumbled into a clearing. She hesitated in the light, blinking.

Bad idea.

The Erasers emerged from the tree line, guns in hand and snouts dripping rain. Max backed into the center of the clearing as they circled her slowly.

"Maximum Ride," barked one of them with a red stripe on his collar. He took a step towards her.

Max spun in a clumsy circle and took in the number of Erasers that they'd sent after her. There were only four, but it was enough to take her down. She had to hand it to them, Itex didn't waste a single resource in eliminating subjects that had become outdated. Max's time had come. She stood a little straighter, taller, and put her fists up as her feet slid into a fighting stance.

"There's no use in resisting, Maximum." The Eraser laughed, a harsh sound to Max's ears and took another step forwards. Max retreated in suit. His expression hardened as did the grip on his gun. "There's nowhere to run."

"That's where you're wrong," she said. Max glanced at the tower of flame that marked the inferno that was currently destroying the eastern wing of Itex and she smiled. Her fists dropped to the Eraser's astonishment. "There's always somewhere to run."

The leader scratched his jaw and was about to open his mouth when Max took off across the clearing. The Erasers dashed towards her, but it was too late. Max used every ounce of her strength to jump into the air and extend her wings. She disappeared over the tops of the trees and the Erasers stopped, tracking her movements.

"She can't get far," the Eraser said to the rest of his team. He looked through the rain to the trees Max had flown over a few seconds ago and he motioned for his team to follow him. "Go! Go after her!"

The wind felt good against Max's face, better than anything she'd felt in a very long time, but she could still hear the sound of the Erasers running after her and she tried to fly as fast as she could.

The sun was beginning to set, having been covered by clouds a few hours ago, but Max kept the bright flame of Itex to her back as a reminder: she had to get away at all costs. Her left hand was covering her stomach, trying to staunch the wounds as best it could, and her right hand went to her belt and unclipped a capsule. It was slim and gold, the metal loop at the end slightly mangled and wires sticking out of the bottom. Max brought the capsule to her mouth and yanked on the wires with her teeth. They gave way and dislodged something inside. Without hesitation, she threw it over her shoulder and it fell to the ground below.

Satisfying was one way to describe the feeling of hearing the makeshift grenade explode and take her pursuers with it. Horror-inducing was the next, as the force of the blast shifted Max off balance and cause her wings to stop working. She fell like a rock, the branches of trees snapping underneath her weight as she plummeted to the ground.

_What the fuck did I do to deserve this?_ Max asked herself dryly as the blunted ends of pines and oaks poked and prodded her on the way down to the forest floor. _Oh, that's right, I was born_.

The Erasers were gone and the trees a hundred yards from her were little more than cinders, but the rain was keeping most of the fire at bay. Max hit the ground with a thump and rolled over onto her back with an audible groan.

"Gravity's a bitch," she muttered as she looked up at the darkening sky. Max began to laugh in relief from having escaped certain death once more, her shredded stomach aching from the effort.

The giggles turned to coughs and the wide smile was wiped from her face as the adrenaline began to wear off. Max knew she couldn't stay there on the ground covered in wet leaves and dirt and mud; she had to get somewhere safe. But what was safe anymore? _Where_ was safe anymore? She didn't have the answer and was worried about what the future might entail. Maximum Ride was a lone ranger now, a sole survivor, and even though she didn't have anyone to look after anymore, she also didn't have anyone to turn to.

Max's strength wavered as she attempted to get back on her feet. Even though the Erasers were gone, Itex could always send something else if they found out she was still alive and kicking. No, they _had_ to believe that she was dead if she was to survive. Max limped over to the charred remnants of an Eraser's torso and touched it with the toe of her shoe. It crackled, embers still burning at the outer edges.

She reached with an unsteady hand and removed her tank top, ripping it in half. Max pressed the cleanlier half to the wounds on her stomach and the white fabric bloomed red. She knelt down, covering the body of the Eraser with the blood-stained tank top and swiped her hands across her skin, smearing the body with enough blood so that the stench of wolf was covered by that of bird. Hopefully, they wouldn't test the DNA and just assume her dead, but she was never that lucky. Max stood and surveyed her handiwork. The embers caught flame at the edge of the tank top, melting it to the corpse. Satisfied, she put more pressure on her stomach and turned to face the other direction.

Max's breathing was labored and shallow and she wasn't healing as fast as she needed to. Max could feel her flesh trying to stitch itself back together only to be torn apart the second she moved. Tree branches that had been damaged in the blast began to fall behind her and she lurched into action. Someone would be coming out to investigate sooner or later and she shouldn't be here when they arrive. The soles of her shoes made a smacking sound against the damp forest floor.

_Why here? Why now?_ Max tried to stop herself from asking these questions, from asking anything really. Uncertainty is what gets you killed…it's what got _them_ killed. _Why, after being so close to victory, would this happen to them? To me?_

The universe had never been very nice to Maximum Ride and she wasn't about to start being nice back.

After ten minutes of running, she found a small highway that ran through the forest up to Olympia. It was seemingly deserted, the pavement rough as she dashed across the road, but the car that slammed into her seconds later was all smooth curves. They hadn't seen each other coming and it was more of a surprise for the driver of the 2008 Honda Civic than it was for Max.

_Shit_, was all Max could think as she rolled over the hood of the car and fell onto the pavement behind it. She could hear an audible _pop!_ as her right arm was dislocated and her leg crushed beneath her own weight.

The car skidded to as stop, blood on the windshield, and the driver started to get out of the car.

Max panicked, sure that at least one of her legs were broken. She hefted herself onto her feet, her right wing bent at an unnatural angle as she escaped to the tree line. She watched as the driver exited the car and searched the road for signs of who they'd hit. The bloodstain Max had left in the middle of the road was beginning to be washed away by the rain. The driver took a cell phone from their pocket and dialed frantically, gesticulating with terror when they someone answered on the other end. Max took it as her cue to leave.

She was moving more slowly, her left leg dragging behind her and her arm dangling to her side, relatively useless. Max wanted to drop right there in the rain and die, but how pathetic would that obituary be?

_Bird kid killed in northern Washington by overpriced sedan because she couldn't stay the fuck off the road._

The thought made her smile.

She was broken out of her reverie by the sound of ambulance sirens. How long had she been waiting here, leaning up against this tree? Her carelessness enraged her and she took off running as fast as her injuries would allow her, getting farther and farther away from the sirens. All fighting instincts had vanished, leaving only flight in its wake. If there was one word that reverberated around Max's skull like a message, a war cry, a prayer, it was the word "run."

Roots twisted up from the ground and threatened to trip her as she made her way through the forest. She couldn't see the lights of hear any sirens anymore, but relief didn't radiate through her as she thought it would. There was something else in this forest with her. Someone was watching.

Max paused and scanned her surroundings before she spotted it. There, not more than a hundred yards away, was a cabin hidden amongst the trees. She could see movement in the windows and snaked along the tree line to get a little closer.

A cabin meant people and people meant medical supplies, especially if it was a hunting cabin. Max couldn't deny that she needed a bit of patching up, and she figured she could go in, knock the occupants out, and clean herself up before they awoke. Max would be on her way and no one would be the wiser.

But she was in no condition to fight anyone, not even humans, and she didn't have a super-secret stealth plan. So she did what any civilized person would do, Maximum Ride knocked.

* * *

Pearson heard a light rapping on the door and his head whipped up from his papers. The forest outside was still. The knock came again.

Casias reached for his gun and stood slowly from his chair. Steele did the same, her eyes focused on the door as her hand gripped her gun holster. Casias gestured that he was going to open the door and began to step towards it.

Pearson felt something change in the air as Casias approached the door. It wasn't sinister but almost pleading. He brushed it away; his instincts were more often wrong than they were right.

The metal knob on the door creaked as Casias turned it and slowly pulled it towards him. The door swung open to reveal a girl, battered and bloody.

Casias lowered his gun. "Do you need any-"

Her fist whipped out in a blur and grabbed Casias's pistol, successfully disarming him. She punched upwards in quick succession and jabbed him with her elbow. Casias was caught by surprise and flew into the wall opposite. His gun clattered to the ground.

Pearson jumped up from his seat, his case files fluttering into the air and obscuring the scene. Steele stepped forward, her gun pointed at the intruder.

"No!" Pearson shouted as Steele aimed and shot at the girl. Everyone always said that Pearson has a soft heart, and it never became more apparent than when a crisis arose. He felt the need to save everyone, even if they were trying to kill him in return.

A burst of air pushed Pearson off balance and he fell onto the cabin floor as the bullet was released from the barrel. He regained his bearings in time to see it pass through something dark extending from the girl's shoulder. Pearson rose to his feet in awe. The girl had _wings_.

She looked at the hole left in her wing as it trembled, bent at an odd angle and struggling to stay extended. The intruder looked back at Steele as she let loose another bullet that embedded itself in the wing as well. Feathers clouded the airspace and mingled with a fine mist of blood.

"No, no!" Pearson shouted through the din at Steele. The girl was beginning to crumple but still took a shaky step forwards. "Don't shoot her, tranq her!"

Steele became distracted and turned to face Pearson with a confused expression. It wasn't a long delay, but it was enough. The girl rushed forward and attempted to disarm Steele. They grappled with the gun.

Pearson darted to the left and opened the supply closet with fumbling fingers. He grabbed a firearm from the shelf on the left. His hands were beginning to clam up and he took in a deep breath. A trickle of sweat dripped down his forehead as he tried to reassure himself.

_Go around the back and shoot her_, he whispered to himself. _Steele needs backup. Just shoot her. It's easy as pie..._

Pearson gripped the gun and left the supply closet. A man on a mission.

He stuck close to the wall and snuck around through the kitchen to come out in the hallway behind where the girl and Steele were struggling with the gun. Pearson could see even more of the girl's wings now through the back of a tattered sports bra and they were magnificent, even when splattered with blood. He observed the fight for a few moments, hoping that no deadly force would have to be used.

Steele lost her grip on the pistol and the girl gained wavering control. She managed to steady her hands long enough to point the gun at Steele's head. Steele glanced behind the girl and saw Pearson at the ready.

"Now, Pearson," she shouted with a look of hardened terror on her face. "Do it _now_!"

Pearson didn't hesitate and hefted the gun up long enough to take aim and fire. A tranquilizer dart strong enough to take down an elephant embedded itself in the girl's back and she crumpled, her wings brushing against the walls of the hallway. Steele's gun fell from her grip and fell to the ground.

Steele stood and looked at the body and then back at Pearson with an expression of surprise. "You— you did it, Pearson." She stood, bracing herself against the wall. "...good on you."

Pearson took in a deep breath and let it out, setting the gun down on the floor. He walked over and took Casias's pulse, determining that he was just unconscious, then went over to the girl. He carefully pressed his fingers to her neck and found her heartbeat slowing as the sedatives entered her body. He didn't dare move her, for fear of aggravating her injuries. Steele had grabbed the satellite phone from underneath the kitchen sink and was dialing HQ.

"This is Agent Keeley Steele from Team Godot requesting a medivac for an unconscious agent and a 401, over."

Pearson leaned in closely and ran a hesitant hand over the girl's hair, which had been caught in the tranquilizer dart. It was matted and bloody, but he managed to sweep it away from her neck. He squinted, thinking he saw something written underneath the hairline.

"…it appears to be a recombinant DNA life form, sir, possibly female. There is definite evidence to suspect it is of avian origin…"

There was a tattoo on the back of her neck that had an odd number, like a classification of some sort, and underneath it there was a date inscribed in black ink.

1-1-2025.


	2. Phase 2: The Hospital

**Chapters will now be posted every Wednesday. Hope you guys enjoy.**

* * *

She felt sore all over, like someone had taken a gigantic hammer that had "Fuck You" carved on the handle and smashed her with it. Max's eyes adjusted and she could see straps dangling from the ceiling. Her leg was encased in a hard plaster cast, the white gleaming underneath the fluorescents. She tried to move her foot and found she couldn't, the cast immobilizing her leg. Her left arm was in a cloth sling and her right wrist was attached to a machine near her bedside through an IV. Max grimaced and glanced at the remainder of the room. It was stark white with beige furniture, curtains covering the window next to the steel door that she doubted let in any sunlight. Suddenly, it dawned on her. This looked _very_ familiar.

Max panicked, tearing out the IV frantically. Her body surged upwards and she floundered in the cloth sling. The heart monitor's beeps became a string of urgent pulses as the needle was yanked from her hand and she threw it across the room. She grunted, sounds of pain and panic flying from her lips as she struggled with the sheets, the cast, and the sling on her arm.

Thunderous footsteps approached her room and the steel door flew open. In streamed orderlies and nurses and they rushed to hold down Max's flailing limbs.

She retaliated in confusion, hitting, scratching, and even biting one of the nurses that tried to hold her down. They overpowered her in her injured state; a nurse slipped the IV back into her arm and added a dose of something bitter.

As Max began to calm, no doubt from the aid of the drugs, a man in a white lab coat walked into the room. He was neither tall not short, his hair a dark, undefinable colour, and features that could just as easily have been found on someone else. He was, on a whole, unremarkable; an easy face to lose in a crowd. His name tag was illegible as Max's vision began to swim, but there was the emblem of a dark bird above it.

"I'm sorry to have to do this," he said with an apologetic expression. "We were hoping you would cooperate. Unfortunately, you might injure yourself if you're allowed to stay awake."

The doctor's figure began to twist and distort as Max forced her eyes to stay open. She managed to gather up enough energy to twist her hand in the sling and give him the middle finger.

He laughed. _Laughed_. The nerve.

"Goodnight," he told her. "I'll return in the morning."

The doctor left the room and Max's vision went black.

* * *

Max didn't wake until a full day later. She couldn't tell what time it was, there weren't any windows, but the clock on the wall said 2:30. Whether it was AM or PM, she would never know. Time seemed to stand still in the featureless room as if the air was holding its breath.

There was no one in Max's hospital room this time, the door shut firmly and most likely locked. She struggled into a sitting position and let herself lean back on the multiple pillows they had piled behind her. As far as incarceration in in a medical facility went, this was pretty fancy by Max's standards.

She tried to brush a strand of hair out of her face and found her wrists to be strapped to the bed. The cloth sling was gone.

_Just dandy_. Max rolled her eyes and let her arms go slack. _These idiots have no idea who they're dealing with_.

This was definitely not the School, that enough was clear. For one, she wouldn't have three pillows in a School facility, let alone one. The bed had to be at least 300 thread count and it had a _blanket_ on it. The restraints were a joke and would do little more than a funnel dog collar would on a wolverine. Max would like to say that she could break out in a few hours, but the cast on her leg was heavy and the room was actually pretty comfortable.

She almost slapped herself for thinking that. Max didn't belong in a lab; no way, no how. But it couldn't hurt to let them fix her up. At the first sign of danger, she decided, it was go time.

Max let her head loll back on the pillows and glanced something on the ceiling. It was faint, one shade darker than the rest of the insulation tiles, but Max thought she saw a large insignia of a bird spreading its wings across the entirety of the ceiling. She squinted at it, trying to remember where she'd seen it before.

_I think it's the_\- Bam!

The door opening startled her out of her reverie and turned her attention to the two people in navy blue jump suits that were tight enough to look painted on. They both pulled up stool next to her hospital bed and she fixed them with a critical stare.

"Hello," said one of the intruders. He was tall with a bulky upper body but skinny legs. A crop of strawberry blonde hair shot up from his head. "I'm Agent Gilden and this is Agent Temple."

He gestured to a woman next to him with dark, olive-toned skin and a black hijab that mirrored glittering black eyes. They seemed to absorb all of the light around her, like a black hole. She set up a small recording device at the foot of Max's bed.

"We're from the Strategic Homeland Enforcement, Intervention, Logistics Division, or SHIELD," Temple explained. "And we would like to ask you a few questions."

Max simply stared at them and didn't say a single word. She noticed the same bird insignia on their uniforms as the one on the ceiling. What was SHIELD? Why hadn't she heard of it before? As far as secret government organizations went, she was pretty much an expert.

The agents exchanged a glance when faced with Max's silence and Temple turned the recording device on. Gilden pulled out a clipboard and slipped to the second page, pen at the ready.

"What's your name?" asked Temple. Gilden looked up expectantly.

Max didn't know if she should answer them or not, but the alarms that were going off in her head told her to keep mum. She had no clue who these people were, and she didn't really want anyone to find out about her; besides, they smelled like governmental naievete. She didn't feel like turning anyone's mind to mush through revelations about the horrors in the world right now. She kind of wanted some jello, to tell you the truth.

Max stared at them and blinked.

Gilden made a notation on his clipboard.

"What's your age?"

Silence.

"What's your place of birth?"

Silence with a bit of staring.

"Are you aware of your surroundings?"

Temple seemed exasperated and with every question left unanswered her frustration mounted, no matter how well she tried to hide it. It almost amused Max and she decided to throw them a bit of a bone. Max shrugged, the restraints on the bed clinking against the frame.

Temple's expression didn't change, but Gilden began writing something down on his paper.

"Is that a yes?"

Shrug.

"Is that a no?"

Shrug.

"Can you speak?"

_Yes_, Max thought. She sent a burning glare in the direction of the agents. _But you don't deserve to hear me_.

Temple glanced over at Gilden's clipboard and cleared her throat.

"Were you aware that the cabin you entered in northern Washington on March 11th, 2014 was a SHIELD surveillance operation?"

There they go spilling all of their secrets. If Max stayed mute for the rest of the interview she might end up learning everything from their highest-ranking official to the colour of Gilden's underwear. She had yet to see her doctor again, a thought that brought her a bit of comfort even if the notion of actually _having_ a doctor was pretty terrifying in the first place.

"Do you or have you ever been in contact with a company known as Itexicon?"

Max's mood changed swiftly, almost as if a switch was flipped inside of her. The agents took notice and Gilden began making notes once again.

_There was no way they could know about Itex_, Max thought. _Absolutely no way_. While not impossible, it was highly improbable that the agents knew what they were talking about. Itex might have hands in nearly every company in the world, but it wasn't something anyone picked up on. It was like Batman, a shadow behind every major event in the world, except not Batman because _how cool would that be_?

Max thought back to when she first woke up in the hospital room here. She could tell right away that it wasn't one of Itex's schools but it also wasn't a normal hospital; she had been in one of those before and usually they didn't have government agents try to interrogate you while you're healing.

"Were you on the premises of the Washington branch of Itexicon on March 11th, 2014?" Temple's voice broke Max out of her reverie. She had gotten a hook on Max and they both knew it. Max swore internally.

Max tilted her head to the side, her ear brushing up against the pillow. She tried to make her face inscrutable, her expression merely a mask, but stoicism wasn't her strongest suit.

_No, that was Fang's_.

The thought hit her like a ton of bricks.

"Were you aware of the fire that was set inside the Washington branch of Itexicon on the aforementioned date?" Temple asked. She knew she was close to a breakthrough, she could taste it, unfortunately she didn't know just how close.

Max could smell it now, all around her. She was back in the halls of the School, in a trashed control room with flames on every side of her. The fire was here in the hospital room, and then it was there in Itex, and then it was within her, burning her from the inside out. She felt both alive and dead at once, the awareness of her mortality edging up behind her as it claimed one Flock member, then another, and another.

The memory was stifling, she couldn't think straight. Max was near-delusional as she felt the need to lash out like a caged animal. She strained against the straps on her limbs, her body surging upwards. Temple leaned forward out of concern for Max and she rested her hand on the side of the bed. Max tried to grab Temple's arm, but couldn't because of the arm restraints and the IV that connected her to the hospital machines. Instead, she reached down and bit her, her teeth clamping onto Temple's forearm.

Temple shouted in surprise and then pain. She jerked her arm out of Max's mouth just as Gilden rushed forwards to help. The heart rate monitor beeped loudly, indicating the fast pace of Max's heart. The door to the hospital room opened and in walked a nurse in light purple scrubs.

"I told them no one in the room for at least another day!" The nurse said, swatting Temple and Gilden away from Max's bedside. "Now look what you've done to her!"

Max blinked, the memory of the fire dissipating into smoke at the sound of another person's voice. She was confused and disoriented as she tried to remember where she was again but it came back when she felt the softness of the bed and the brightness of the room. The hospital.

Gilden gathered Temple's papers for her as she rubbed at the impression of Max's teeth in her arm. Gilden looked to Temple and indicated the door with his head and raised eyebrows. She stood to leave, taking one last look at Max, who jerked her head at Temple. Temple resisted the urge to flinch and hurried out of the hospital room, closing the door behind her.

"You shouldn't scare them," the nurse said. She adjusted the heart rate monitor and took a look at the IV bag. Max stared straight ahead, not looking up to acknowledge the nurse on purpose. "I know they're horrors, but they're new. Everyone has to learn sometime."

Max glanced down towards the ground, feeling scolded for her actions. She had gotten out of control, wild even, but she barely remembered why.

The nurse next to her bed was new, or at least she thought she was. Max couldn't recall exactly what the first nurse looked like before the doctor sent her into a drug-induced sleep, but she was sure that it was a man. This nurse was younger, larger, with tanned skin that matched Max's own. She had dark, curly hair that was pinned back and she spoke with a slight accent. Max spied an employee badge clipped to her pocket. It said Lena Santos, the space above her ID photo bearing the same bird crest that was on the agents' uniforms.

"I'll be your nurse for while you're here. They're low in the secure sector so they called me in. The name's Lena," she said, looking down at Max with a smile. "Shouldn't be too bad, should it?"

Max scowled, the restraints stopping her from crossing her arms. All of a sudden she felt like the sullen teenager she was supposed to be. Lena's presence had a strange effect on her, almost like being back with her mom and Ella. Almost... normal. The thought was startling to Max and she pushed back against the feeling. She needed to get out, not be mothered.

"Anything bothering you today? Any pain?" Lena asked. She picked up Max's medical chart from the end of the bed and flipped through the pages.

Max lifted her arms, indicating the restraints. The buckles on them made a light noise.

Lena shook her head. "You just bit an agent, there's no way I'm taking those off. I need to get the doctor's clearance before I do that because of what happened when you first woke up. He doesn't want you ripping out the IV or hurting yourself."

Max rolled her eyes and sighed, her eyes glancing at the restraints once more. She thought that puppy-dog eyes might work to her advantage in this instance, but it was too hard remembering what they looked like. Her chest constricted at the memory.

"Any actual pain?" Lena asked, a smile on her lips.

Max ignored her and stared off into the distance at a patch of painted cinderblock on the wall. Her body always healed quickly. It was only a matter of days before the cast could come off. Of course, they didn't know this and probably would x-ray her leg for another week. It was just a waiting game.

Lena sighed and put the medical chart back in its place. "Everything seems to be fine physically. I'd still like a name to go along with a face, _mija_. Can I call you _mija_?" Lena chuckles. "You look just like my niece; all rough and tough, but I know you can hear me. I know you can talk."

Max didn't say anything. She refused to look at Lena at this point. They didn't take her here so she could make friends. If anything, everyone working for the people that took her are her enemies. Lena wasn't her mother, she wasn't her sister, she was a nurse. An enemy nurse.

Lena sighed and looked at her IV bag one more time. "Alright, whatever you say. I'll come back to check on you in a few hours." She left the room.

The door swung shut behind her with a bang.

* * *

It wasn't until the next day that she saw Lena again. Max opened her eyes to a tray of hospital food that smelled less and less appealing the longer it sat on the table in front of her. It was nothing particularly special: eggs, jello, milk, and a muffin encased in saran wrap.

"Eat up," Lena told her. She put a mouthful of eggs on a spoon and pushed it towards Max's mouth.

Max recoiled and looked up at Lena like she was crazy. She shook her head in response to the food. The restraints were still on her wrists and even though her stomach was grumbling constantly, she couldn't bring herself to eat. It was something in her mind that told her no even when her body wanted to say yes. Plus, she'd had better shit from dumpsters on the run.

"You have to eat something, _mija_, or you'll waste away into nothing." Lena put the spoon back on the tray. She picked up the muffin and began to unwrap it. "Muffin?"

Max shook her head again.

"I am not your mother, you know," Lena told her, muffin in hand. "I don't have to be nice to you, but I want to, so you should be nice back. I know that sounds like something you learn in kindergarten, but it's true."

Max shrugged with a face that said '_my hands are tied_' in the most innocent way possible. The irony wasn't lost.

Lena picked the tray off of the table in front of Max. "Whenever you get hungry, just call. The doctor will be in here for a checkup in around an hour. Be ready."

The doctor was less impressive than she had remembered. He was still completely unremarkable, with dark hair and eyes that she couldn't place. Max guessed that it was probably good that someone like him was working for a place like this: no one would be able to pick him out in an office party, let alone hunt him down in the city. The doctor sat down on the chair next to Max's bed.

"Hello," he said, glancing at Max's medical chart. He pulled a pen out of his lab coat pocket. "I see you haven't been eating..." He continued to read. "_Or_ talking." The doctor raised his eyebrows and lifted his head to look at Max. "I'm Dr. Bahar. I'd love to hear your name."

_You and me both, buddy,_ Max thought almost conversationally. She couldn't stand the look on his face; that expectant tilt of the chin as if she was going to comply at the drop of a hat. She could tell that Bahar was over all of this, all of _her_. She didn't hold his interest besides a routine check-up on their newest detainee, if she even was one at that.

"Right," Bahar said, almost to himself. He set the medical chart aside. "I'm just going to check your injuries to see the progress." He placed his fingers along either side of Max's neck. They felt like ice and she resisted the urge to hiss at him.

_Couldn't the guy at least warm them up first?_ She was already annoyed with him and he was only here for two minutes.

Bahar began to massage those areas, looking for something that Max wasn't quite sure of herself. He made a few notes on his clipboard.

"The burns from the upper body appeal to have been healed much faster than normal, with the lymph node swelling reduced," he said almost to himself. Bahar pulled off a bandage on Max's upper arm to see that there was nothing but a faint scar. "And the bullet wounds from the bicep are gone completely. Highly unusual."

_Yeah, get on my level_, Max thought to herself.

Bahar untied a section of her hospital gown to check the wounds in her stomach. "The grazes have healed but-" He uncovered a piece of bandage to check the site of a deeper bullet wound that was still all blood and gore. "-the deeper wounds are still present. Have a nurse change the dressing."

He made a few notes on his clipboard before noticing Max's arms were held down.

"Why are her arms still restrained?" He asked a guard over his shoulder.

"Sir, there was an incident-"

"I don't care if there was an incident, I told you to unlock the restraints hours ago." Bahar was agitated as he asked the security guard for the key. The guard reluctantly pulled the key from his pocket and unlocked the restraints.

Max felt a rush of triumph when her wrists were free. The restraints had left shallow marks from where she had pulled against them earlier and she rubbed her wrists lightly to smooth them out. Max knew that somehow they were trying to gain her trust long enough so she would tell them any piece of information that she knew, or even just to confirm an assumption that they had already thought.

Bahar took her left arm in one hand and moved it around in soft circles. He looked to Max's face to see if she felt any pain but all she did was send him an icy glare. "The dislocated shoulder has also healed nicely in the past 24 hours."

Max didn't appreciate all of the poking and prodding, but it was better than what she had experience elsewhere. So far, there weren't any needles besides the IV in her arm and she didn't see any shock treatment in her near future. Add another pillow and this could be a five-star resort in Barbados.

There was still a lingering suspicion that settled at the back of her mind in a way that she couldn't brush it off. That was good, it kept her vigilant, especially when Bahar began to attack something to her IV that was tinged an odd shade of blue.

Max lunged forwards with both of her hands out and grabbed Bahar by the collar of his sickeningly familiar white coat and jerked him forwards, his stomach slamming against the side of her bed with a thud. She relished for a moment in the mobility of both of her arms and the feeling of something, _anything_, other than those ridiculous restraints.

"Hey, hey," Bahar's voice was low with a defensive edge. She could tell he was trying to placate her. His arms were up in the air on either side of him and the grip on the medicine was loose. "I'm just trying to help. I'm just trying to make you better."

Max leaned in close and observed his expression. Her breath fanned out across his face and he flinched involuntarily. There wasn't any malicious intent here, that much she could tell, but she also knew that doctors made the best of puppets and where there's a puppet, there's someone to pull the strings.

_Pathetic_, Max thought to herself when she released him.

Bahar stumbled backwards, falling into his chair and sliding several feet. The security guard leaned down to help him but Bahar waved him away. Bright red marks began to appear on his neck where Max had pressed too hard with her thumbs. They were sure to bruise later and the thought warmed Max a little bit, just enough to lift her out of this sour mood.

The doctor smoothed out his coat and picked up the bottle of medicine once again, but Max's arm shot out and stopped him. She looked him dead in the eyes and shook her head no.

"It's a simple antibiotic, nothing more," Bahar told her. "It's not going to turn you into the Hulk. All it's going to do is prevent infection."

He seemed so calm and assured, like his job meant his life to him, but all Max could think of is a man that was the exact same way, but ended up betraying her entire family. But this doctor wasn't Jeb; she doubted Bahar could even _dream_ to make hot chocolate as good as his, and it pained her to even let someone who reminded her of a ghost have an inch of control over her.

_Fuck this_, Max thought as she turned her head away from him. She let go of her grip on his arm and slowly moved her hand to be IV-up and put it in front of Bahar's needle.

* * *

A few days later they transferred her to another room. This one was smaller, older, she could tell by the smell in the air. Before she was isolated from other patients, now she saw them all the time. There was a window next to her bed and the curtains were open ever since they moved her into the room.

Lena wasn't the one that had transferred her, which felt odd. After only a few days Max could say they were sort of friends. Well, as close as a girl stuck in a government hospital with no friends could become. She had learned all about Lena's nieces and nephews, her cousins, her sisters. There weren't many boys in her family and Max reflected on how nice that must've been, how quiet.

She never saw a patient below the age of 20. At least, none of them seemed to be children; they were all athletic-looking and fairly healthy. Occasionally she spotted an amputee or someone in a wheelchair, but everyone else looked to only have minor wounds. It struck Max as odd. What kind of hospital rarely had sick people?

There were more agents like Gilden and Temple running about outside. Most of them didn't pay her a second thought, but a few had the gall to stare before Max lost her self-control long enough to stare back. The agents always seemed to be in a hurry to get somewhere, with a mountain of paperwork in their arms or a visitor with a bright, shiny badge in tow. Max knew she had been moved from the secure sector when she noticed that across the hall from her was a cafeteria, which she found ironic. Ever since she had arrived, Max had refused to eat.

"Here you go, _mija_, your very own." Lena dropped a notebook and a pencil onto Max's lap unceremoniously. "You're a lucky bitch, too, because I pulled so many strings to allow you within ten feet of something sharp. The higher-ups had all of these requirements about what kind of pen you could have before I said I could just get you a pencil. I don't know why people that don't know the first thing about being doctors are hired here but, whatever. If you can figure it out, tell me."

Max smiled slightly at Lena's frustration. She worked hard for the one patient that caused her the most trouble. It was an admirable quality in a nurse; in anyone, really.

Lena crossed her arms and looked at Max like she'd just grown a third eye. "Go on, write! I didn't slave over a paperwork desk all day for nothing, _mija_."

Max rolled her eyes and opened to the first page, but Lena continued to stare. She waved the nurse away and Lena sighed, exasperated, before turning to face the window.

"You better be writing a novel, alright? An Ode to Lena with backup dancers and sparklers." Lena made hand movements that almost had Max laughing as she put pencil to paper. After a few minutes, she turned back around.

_Your fly is down_, was all that was etched on the first page.

Lena glared at Max, who only offered an amused smile in return. "Yeah, yeah, I'm wearing scrubs so I _know_ you're just spitting lies." She sat down in the chair next to the bed and crossed her legs. "Tell me something useful. What should I call you? Bird girl is so passe."

Max touched the tip of the eraser to her bottom lip and thought for a moment. Lena's good, and that's something rare to Max. Lena also has her trust, another hot commodity. Max scrawled out another word and held it up for Lena to see.

_My name's Max_.


	3. Phase 3: The Meetings

**Apologies for slow postings. It's currently exam season.**

* * *

It took five days for Lena to be given the all clear to let Max out of the room. It wasn't any sort of mystery as to why nearly all of the hospital superiors were hesitant to condone it, especially after she nearly strangled Bahar. They were probably worried she'd take off through one of their missile-proof glass windows never to be seen again. The rarest of things are always best kept in cages.

It started with walks. Well, _walk_ probably isn't the best term to describe it. Max was put into a wheelchair and moved about by Lena or another nurse when it wasn't her shift. They hadn't x-rayed her leg again, but it still felt broken to her. Max could almost _feel_ the bones shifting, but even in a mutant bird kid things that major don't disappear overnight. She had trouble bending over from the bed to the wheelchair itself and popped a few stitches in her stomach the first time. Max didn't know why, but the sight of blood felt like she had passed some sort of milestone. She was still alive.

Max held out a hand to push Lena back as she adjusted her legs on the wheelchair's supports. To be honest, she didn't mind actually being in the thing, it was just getting in and out that was humiliating. Max wasn't supposed to be taken care of, that isn't how things work. It forced her to confront the paradigm shift taking place in her life in a roundabout sort of way. Max was never one for beating around the bush.

"Where do you want to go today, _mija_?" Lena ashed her as she gripped the handles of the wheelchair.

Max wrote in the notebook and held it up for Lena to see. _The cafeteria?_

Lena snorted. "Yeah, because you're going to eat a four-course meal or something?"

Max cast her eyes downwards. There were talks of putting her on a liquid diet since she was refusing food so much; she'd even heard her condition being labeled as anorexia when they thought she was asleep.

_They don't understand_, Max said to herself. _They'll never understand._

She wrote on the notebook once more, but scribbled it out.

Lena sighed. "Fine, alright. I'll park you across the hallway and you can stare all you like at the people who walk by, but you've got to eat sometime, yeah? Just take a bite of an apple."

Her words were soft and soothing, they made Max feel like a little kid in a way that Jeb never did. She nodded and Lena opened the door of the hospital room, pushing Max across the hallway and into the open cafeteria.

It was nothing lavish; if the interior-decorating skills of the hospital rooms told Max anything, these guys weren't big on creativity. The same bland tile covered the floors and ceiling and the logo, the bird logo, was discretely placed on almost every item from the glass partitions covering the food to the labels on the bottom of the muffins. Whatever this place is, they like their branding.

Lena put her at the end of an empty table and locked the wheels on the wheelchair. It had a nice view of both the hallway and the seating area of the room, something Max appreciated. For all of her stubbornness, she liked watching everyone else go about her daily lives. The hospital doesn't even have cable, after all.

"Alright, so gin rummy again?" Lena sat across from Max and pulled out a deck of cards. As she was shuffling them her pager began to beep wildly. Lena pulled it from her waistband and cursed. "Sorry, _mija_, I'll have to put this game on hold. You'll be alright here, yeah? Duty calls."

Lena stood hurriedly and put the pack of cards on top of Max's notebook. She patted Max's head before disappearing down the hallway in the direction of another room.

Max grimaced and brushed out her hair where Lena had touched it with her fingers. She began to absentmindedly wonder what her hair looked like after not being washed for a few weeks and thought maybe she should ask someone for a brush.

_Ugh_, Max groaned when she came to a ridiculous knot in the front portion. She was locked in heavy concentration when a voice to her left snapped her back to reality.

"You alright there?"

Max turned to see a guy she knew Nudge would have swooned over. He was tall and muscular, with broad shoulders and a good jaw. His hair was blond and combed to form an immaculate swoop over his forehead. The man was classically good looking, the all-American boy, and Max could just picture the letterman jacket on his shoulder and football in his hand.

He cleared his throat and she realized she'd been staring at him for a few seconds too long. Max picked up her notebook and wrote him a message.

_Just fine, thanks_.

He laughed. "Good. You seemed... frustrated."

Max narrowed her eyes, irritated. _Well, I'm not_.

The man's expression softened. "Sorry for bothering you, ma'am."

_Do I look like a ma'am to him?_ Max thought to herself. It nearly made her roll her eyes.

The man returned to his plate, a rather sad looking turkey sandwich, and picked at it listlessly.

_Are you alright?_ Max held the notebook up to him.

The man laughed and his eyes seemed to brighten. "Thanks for asking. To tell you the truth, I don't really like mayo and I forgot they made the sandwiches here with them."

_Fuck that noise, go get another sandwich_.

His eyebrows arched upwards. "Fuck the- what?"

Max rolled her eyes for real this time and held a finger out to him, telling him to wait for a response. She held the notebook up a minute later.

_Fuck that noise. It's like, "that's stupid" or "don't pay attention to that" or just whatever you want it to mean. Noise being weird stuff or bad stuff or, in this case, mayo._

"I like that. I'll make sure to remember that one," he said with a grin. He stuck his hand out for her to shake. "I'm Steve Rogers, pleased to meet you."

Max stared at his hand for a few seconds before putting her own out, gripping his tightly. She seemed to small and bony in comparison; her fingers barely reached the third joint in his. Max offered him a strained smile.

Steve's eyes widened when he felt the thinness of her hand. "Maybe you need this sandwich more than I do."

Max shook her head, nearly laughing. _I hate mayo_. She wrote. Then, _unless it's deep-fried._

"I didn't know they deep-fried mayo."

_They deep-fry a lot of things these days._

"Why would you deep-fry a condiment?"

Max shrugged. _Fuck if I know_.

A teasing smile grew across Steve's face. "You swear a lot, you know. Someone should wash out your mouth with soap."

She rolled her eyes. _I don't even know where I am. I'm sure as hell not letting them near my mouth with anything._

"Ah, that's probably classified." Steve uncapped his bottle of water and took a sip. He pushed the tray with the turkey sandwich in front of her. "You should really eat, though. This sandwich will go in the trash otherwise."

Max put down her notebook and looked at the tray, then back to Steve as if trying to weigh the pros and cons. Pro, it's a free sandwich. Con, it's a free sandwich from _them_. Pro, this guy seems pretty nice. Con, so did the whitecoats and Sam and that guy who does the weather on television but is actually a gigantic asshole.

_No food, no food, no food_, said a voice in her head.

_But I'm hungry_, came the other. Max was surprised how petulant she sounded. The pro and con list wasn't doing anything for her.

Pro, she's really hungry. Con, she can't eat.

_Can't eat, can't eat, can't eat._ The words echoed in her brain.

_Hungry, hungry, hungry_-

"Here, I'll take a bite. Show you it's not poisoned," Steve said, breaking her out of her inner battle. Sure enough, he picked up the sandwich and ate a chunk off of one corner. Max could tell he was trying not to make a face at the taste of mayonnaise, but he kept up a good act.

She made a show of rolling her eyes, eliciting a laugh from Steve, who just pushed the sandwich in front of her again. Max drew in a large breath and let it out all at once; her tiny fingers went to pick up the sandwich, which was heavier than she thought it would be. She brought it up to her mouth.

Then, she ate.

* * *

The next day Steve was in the same place at the same time, eating lunch in the cafeteria alone. Max spied him from her room's window and pushed the alert button to get Lena's attention.

"What's up, _mija_?" She asked as she walked in from the hallway.

_I want to go out_. Max held up the notebook.

Lena sighed. "I've got to check some other patients soon, so I can't stay with you."

_Doesn't matter. I can sit in the cafeteria._

"With food," Lena said, heavily implying that she should eat everything on her tray, unlike breakfast this morning where she left the muffin and fruit untouched but scarfed down the eggs.

_With food_. Max smiled at Lena, a large grin that projected an image of pure angelic innocence but only managed to make Lena roll her eyes.

"Alright. Come on." Lena said, pulling out the wheelchair.

Max tried to hide her excitement as she lifted herself into the wheelchair. She placed her notebook in her lap and folded her hands on top of it.

"All set, _mija_?" Lena asked, suspicion creeping into her voice. Max was unusually well-behaved today and it sent off alarms in Lena's head.

Max nodded.

It took them barely any time at all to get to the cafeteria and Lena parked her at an empty table that looked out onto the hallway. A few minutes later there was a tray of unappetizing hospital food in front of her; the mushy peas and oddly-coloured Jell-o only managing to make Max's appetite disappear completely.

"I'll be back after my rounds to check that you've eaten all of it." Lena said. "And I mean _all_ of it."

_Aye, aye, captain_. Max wrote with a salute.

Lena rolled her eyes and left down the hallway.

When Max thought she was out of sight, she put the tray of food on her lap and unlocked the parking brake on the wheelchair. She wheeled herself over to where Steve was sitting and pushed the chairs aside.

_This seat taken?_

Steve cracked a small smile. "Of course not. Did you enjoy the sandwich?"

Max shrugged and put the tray of food up on the table. _More than I'm going to enjoy this_.

"That looks an awful lot like what I used to eat when I was younger. Don't knock it till you've tried it."

_You ever had hospital food before? Like, not from the cafeteria._

Steve paused. "Depends on the hospital. I haven't stayed here before, just here for some tests this week."

_Well it fucking sucks_.

"Duly noted," Steve said, unwrapping his own lunch.

Max picked up her fork and poked at the peas for a few minutes before scribbling something down and showing it to him.

_I'm Max. _

"Nice to finally know your name, Max," Steve said. "How do you like the peas?"

She shot him a look that said it all. _I usually eat stuff from dumpsters and let me tell you, the trash does it better._

"I can't say I've dumpster-dived before. Sounds unhealthy."

_You've got to do what you've got to do._

"No parents to take care of you?" Steve asked, puzzled. He'd come across his fair share of heroes who were orphans so he wasn't going to rule that out.

_God no. Just a lot of guys in white coats._

"Like scientists?"

Max reconsidered telling him the rest of the story. Telling him would mean trusting him and she hadn't even told Lena anything. She nearly stopped writing, but continued, crossing things out as she went.

_It's whatever. Let's just say homelessness looks good on me. A mansion would look pretty nice too._

Steve laughed. "That's what this place is." He gestured to the whole of the building. "One big bullet-proof glass palace."

_Wonderful._ Max wrinkled her nose. She returned to eating her peas. _Got any salt?_

"Yeah." Steve reached into his pockets to pull out a few packets of salt he had swiped from the cafeteria a few days earlier. "Here you go."

_Fantastic_. She poured it all on the peas, mixing them together. Steve watched her, smiling to himself.

"So what do you like to do for fun?" He asked as he took a bit of his own lunch.

_I don't know_. Max shrugged.

"Well, what are you good at?" He replied.

She thought for a moment before writing something down in her notebook.

_Fighting_.

There was a glint in Max's eye that struck Steve with a feeling of incredible sadness. It was almost as if she had said the fighting wasn't her choice but she had done it anyway.

"I like baseball. You ever played?" Steve said, trying to divert her attention to something a bit more upbeat.

Max smiled mischievously and scribbled a response. _Couldn't. My brothers would always cheat._

Steve laughed. "How?"

Max shook her head. _Can't say. It's a family secret._

"Alright," Steve said. "You'll have to play real baseball someday. Without cheating."

_I didn't say I'm the cheater. They were._

"Then don't follow your brothers. You look like you could take them in a fight."

Max looked down at herself and then back up at Steve in disbelief as if to say "you're joking, right?" Even if she could have smacked Fang, Iggy, and Gazzy into next Sunday before she'd been taken to the hospital, she wasn't going to tell him that.

Steve laughed and shook his head. "You better eat those peas before they get cold. I hear they're even worse then."

Max stuck her tongue out at him.

This carried on for several weeks; Steve would always be at the same table at the same time every day even past the point when he said the tests he needed to take were done. Max began to wonder if he worked there, if he was one of the mysterious agents that roamed the hallways outside her room.

Whenever she saw him he was dressed casually in a button-down shirt and khakis, so he wasn't a doctor or here on business. Yet when people walked past they waved to him called out greetings in excited voices. Everyone seemed to know who he was or what he did. Everyone except Max.

_Are you James Bond or something?_ Max asked him one day.

"What?" Steve's brow furrowed. "Who's that?"

_Secret agent spy guy. Tons of movies made about him and I think some books? Not sure. Always wears a really nice suit and drinks martinis while kissing the girl and shooting the bad guy. _

"That's not me, but that sounds like someone I know," Steve said.

Max waggled her eyebrows. _Oh really? Who?_

"No one important," Steve said, casually dismissing the subject. "He gave me a ring that doubles as a dagger once."

_Must be some kind of friend. Was it an engagement ring?_ Max was just teasing him now.

Steve nearly choked on his lunch. "He's got a girl, so I hope not."

_Poor Steve. _Max grinned wickedly. _Do you have a girl?_

She watched as Steve's expression shifted to something that was a degree off from his usual well-mannered joviality. He began to say something but then swallowed it along with a bite of his sandwich.

"I used to," he said eventually. His watch beeped lightly and he looked for the alarm button hurriedly. "It was great talking to you, Max, but I've got to go now."

Max frowned. _Got another mission? Gonna save the girl?_

Steve smiled sadly, patting Max lightly on the shoulder. "Something like that."

* * *

It was the next day that he didn't come back and it left the cafeteria feeling empty. Max hated to say it, but there was a sort of burning sensation in her stomach when she say that the table was empty. Lena was a friend, yes, but she also regulated everything Max did. Steve talked to her and _didn't_ poke needles in her arm, so it was a win-win situation in her mind. He didn't want anything from her; it was nice.

She sat there with her lunch for hours, playing game after game of gin rummy with Lena, but he still didn't come. Her leg was beginning to ache from having leaned up against the bars of the wheelchair.

"You alright, _mija_?" Lena asked her. She watched Max fiddle with her cast.

Max nodded as she shifted her weight this way and that. In reality, her leg was probably completely healed at this point, but the doctors here were only used to normal human and their agonizingly slow healing processes. The big breaks in her bone were virtually gone and all that was left was to repair the surface, which while faster than usual was also goddamn itchy.

"You've got an x-ray scheduled in an hour, so just hold on until then. I'm sure you have a while to go before you get the cast off," Lena said.

If only Max could roll her eyes at her without receiving a light slap on her arm. She didn't want to anger the one person who was able to sneak her chocolate bars.

_Do you know Steve Rogers?_ Mas held up the notebook with the one question that's been on her mind all day.

"Do you want to know where tall, blond, and handsome went? He was called back to work earlier today," Lena replied. "I know you think I don't know you've been talking every day, _mija_, but when you're around the star-spangled man himself, people get talking."

Max held up a page with simply a question mark.

"He's Captain America, the superhero," Lena said. "He's got the red, white, and blue tights to prove it. Of course he's got this weird condition, so he comes in here every so often. Kind of nice to have the eye candy around."

_A superhero_? Max thought to herself with a vague wave of disgust. Those were only tales told to children. They were the things Gazzy idolized and the comics Iggy had read aloud. Superheroes were never there for the Flock, no matter how much exposure they'd gotten. Back when they'd been in New York they'd even been branded as some new type of superhero when it couldn't have been more opposite than that.

She began to stew and was still thinking about Steve and if he had his incredibly patriotic tights on him at all times when they came to get her for an x-ray. She was lowered into her wheelchair and taken out of the room.

"How are you feeling today?" the nurse, a mild-mannered girl who worked in the equipment wing, asked her.

Max shrugged, ignoring the deflation of the nurse's mood. She was wheeled down several different hallways before being backed into the elevator, her head propped up on her palm. The elevator opened a few floors down and she was wheeled into a room with a series of large machines.

"Please stay still," the technician told her as she was lifted onto a table.

Max's initial reaction was that of sarcasm. _Okay, dude, the injured bird kid is totally going to be the squirmy one. Makes sense._

The technician left and went behind a curtain to turn the machine on. Max would hear a slight whine like a leak in a balloon that was just beginning to let out air.

There was nothing more boring than when the doctors decided running tests was a good idea. It was all Max could do not to pull the tubes out of her arms and run so fast they couldn't catch her. Even worse, x-rays took longer than drawing blood or simply a check-up. She hated sitting there, waiting for something she couldn't see to tell her how she's feeling. She hated not knowing.

The machine was turned off and Max was returned to her wheelchair, her condition unchanged. She knew when they got the x-rays developed they would see that her leg was almost completely healed, baffling them completely. Or maybe not, considering they seemed to be unusually equipped for mutant care.

As the nurse brought her back into the elevator she saw a glimpse of blonde hair, the crisp crease of khaki pants, and launched herself up from the wheelchair's seat.

"Wait!" The nurse shouted after her as Max slipped between the elevator doors and ran with the cast knocking against the tiled floor. A drop of blood from where the IV was ripped out of her arm fell onto her hospital gown as she reached, reached, to tap the shoulder of Steve Rogers as he was leaving.

He turned towards her just as she grasped his coat, a look of complete surprise on his face to match the steaming anger apparent on Max's.

"Max-" Steve was cut off as Max launched a tightly wound fist at his face. It caught him by surprise, but even in her weakened state she managed to break the super soldier's skin on his lower jaw. It healed seconds later.

She stared at him for seconds that felt like hours, thinking about how much she hated him in this moment. How he never even told her he was leaving. How he never even mentioned he was one of _them_. That he was a _hero_. But despite all of that, she couldn't stop feeling endeared by his honest conversation and his gentle manner even when she would swear up a storm. Max couldn't get it out of her head how much he reminded her of her brothers.

She opened her mouth, her voice higher and thinner than she had remembered. "Bye, dick."

* * *

**Just as a clarification, there won't be any romantic relationships in this story besides some background Tony/Pepper. Steve is more like a replacement Flock.**


	4. Phase 4: The Fall

Getting back to normalcy, or whatever constituted normalcy in the hospital, was the hardest part. Max had gotten so used to talking with Steve every day that his absence was stronger than his presence.

Max stood from the hospital bed, the clunky plaster cast on her leg replaced with a slimmer walking cast. The x-rays had proved that there were nothing but a few hairline fractures left and approve the leg to bear weight.

She tried the door handle and pressed her weight against it. Nothing. It wouldn't budge. There was a card scanner to go in, but not out, making it nigh impossible for Max to pull an Escape from Alcatraz unless she suddenly developed to power to tunnel through metal.

Leaning up against the door, Max sighed. _This is useless_, she thought to herself. She was going stir-crazy being cooped up in solitary confinement all of the time. Lena came to visit to check on her vitals and administer pain pills, but what she needed was some actual human interaction, not someone who is paid to look after her.

_My hospital bills are going to be astronomical after this_, she thought to herself with a chuckle as she glanced about the room. Even though she barely knew anything about the hospital besides the fact that they're pretty aware of mutants and do routine tests on superheros, it would be the kind of place to mail her an invoice once their done monitoring her for whatever they feel like.

The cast made a scratching sound as she slid to the floor, her feet splayed out in front of her. Max wiggled her toes, a few chips of leftover nail polish from when Nudge decided to paint them in her sleep glinted in the light. The ugly black velcro obscured much of the rest.

She became overwhelmed with longing, something that'd been happening more recently. Nudge would know what to do to make this cast look better. She'd draw swirls with puffy paint and glue on some rhinestones so it was more of a fashion accessory than a show of how much pain she was in. Iggy would create an interesting pair of crutches for her that don't crush her wings and then Gazzy would blow them up a day later. Fang would carry her to bed whilst she was protesting the entire time. They'd get into a fight that would end in bruises and black eyes and ultimately, a very romantic McChicken foraged from a dumpster. And Angel... Angel would just be there, and that makes all the difference.

The love for them, the pain she felt, it was what paralyzed her when they'd first taken her to this place. It's what made her want to waste away into nothing. Now, it's what fuels her. It's what makes her want to get back out and fight. If by some miracle she was allowed to live, she should make it count for something. Max never was one to believe in miracles, but she might just start.

* * *

It was in the fifth week that she began to notice that security wasn't completely airtight. She was surprised that they didn't do more to detain her after her small jailbreak to go see Steve; the only thing that was added were restraints on the wheelchair but even those would be embarrassingly easy to break out of. She was starting to get stronger and eat more and more every day.

The bathroom door swung shut behind her and, like every time she entered it, she felt for a lock underneath the door handle. It was never their. It made a modicum of sense to not put locks so the patient couldn't lock themselves in or out but it still annoyed some small part of Max. Privacy was never an issue, she felt it was more about control.

They controlled everything. From what she ate to when she walked to the type of milk she was allowed to drink (screw 2%). Max hadn't seen the sunlight for weeks because of the lack of windows in her tiny hospital cell and her only source of entertainment has been beating Lena at gin rummy every day and aimlessly drawing swirls in all of the notebooks she keeps filling up. She still hasn't talked to anyone besides Steve; that's one thing she'll keep control of.

Water splashed over Max's hands and she looked up into the mirror. The cuts and bruises had all but faded from her face, only a few pink scars remaining across her cheek and nose. She eld her cold hands up to her neck and leaned back, the process of it all calming her. When she glanced at the ceiling she noticed that the usual pattern of beige-on-beige was interrupted by a crack in one of the tiles.

Max cocked her head to the side and pulled herself up onto the sink to get a better look. The cast made it a precarious perch, but she managed to hold onto the top of the door and not slip off. Max pressed her hand against the cracked tile, jimmying it this way and that, before it came loose in her hand.

A smile spread across Max's face. _Jackpot_, she thought to herself triumphantly.

At first she thought it was just going to be concrete behind the tile but it was actually a false ceiling, which would allow her to crawl anywhere she wanted to in the building. Max put the ceiling tile back in with a grunt and climbed off of the sink basin's edge.

There was no way the people that built this place were that short-sighted. So far they'd covered nearly every base possible, but left her bathroom with a false ceiling? It was either a trap or it led to nowhere. Either way, Max may have just found a glitch in the system.

* * *

"Good morning, Max."

The straw dropped from Max's mouth and back into the cup of juice she'd been drinking. She tilted her head to the side with a sneer at Dr. Bahar. His white coat was pressed clean, too clean, which made her doubt if he did an actual work around here besides wearing a smug look on his face.

Another man came in through the door after him, Lena soon shuffling afterwards with Max's chart. The man was tall, lanky, with a crop of dark curls that spilled over to his forehead. He was not wearing a white lab coat like Bahar, but a simple pair of scrubs.

"This is your new physical therapist, Dr. Gregory. I trust you'll cooperate with him today." Bahar's expression didn't budge, the plaster mask of pleasantry masking anything that might be misconstrued as human within him.

_Like I cooperated with you?_ Max resisted the urge to roll her eyes at Bahar and instead pointed to her leg with raised eyebrows. They had worked on it before, just small stretches, but Max had gotten injured in the past without needing any physical therapy to speak of, so she found the entire notion ridiculous and pedantic.

"No," Bahar shook his head. "We won't be exercising your leg today, Max. I'd like to take a look at something different."

"If I may," Gregory cut in, exchanging a knowing glance with Bahar. He then turned to Max, looking her straight in the eye. "I'd like to take a look at your wings."

_Like hell you are_.

Max's first instinct was to recoil back into her bed and press her wings as far away from the cold, clammy hands of any doctors that may touch them, but she knew better now. Showing emotion to them was a sign of weakness and she needed to be strong. If she gives them what they want they'll become content, like fat, old cats. Then, she can slip away in the blink of an eye.

Without saying a word, she returned Gregory's gaze coolly and leaned forward ever so slightly. Tugging on the first tie on the hospital gown, she pushed the flaps of fabric aside to reveal the feathers of her wings underneath.

With great reverence bordering on awe, Gregory stood by the left-hand side of her hospital bed and lightly touched her wings. She took a sharp intake of breath and swiveled her head to monitor him as best she could underneath an icy glare.

"Extend them," Bahar instructed.

Gregory grasped her wing by the join and pulled gently. The pain nearly knocked the breath out of Max as she was forced to bend over more. She gritted her teeth as he pulled more. It had been over a month since she'd extended her wings and since then the bullet wounds and fractures bones had healed incorrectly. She could feel her muscles trying to overcompensate for the skewed structure she'd been left with.

Bahar approached the hospital bed and looked at her wings, marking something down on a clipboard. "Very interesting." He leaned in closely and touched one of her feathers.

_Hands off, buddy_. Max's head shot up, her eyes boring into Bahar's side as soon as she felt him touch her, but she needed to maintain her composure for as long as possible. She needed them to trust her, even for a little bit.

Bahar stepped back a few paces to observe Max's wings further. "Extend them farther."

Gregory nodded, obeying Bahar's instructions. Max was forced even further onto the bed to accommodate the space of her wingspan. She bit her lip, trying to prevent tears from coming to her eyes from the pain. She began to regain a bit of feeling in the joints and attempted to bring her left wing back in but Gregory held it fast.

"Further," instructed Bahar.

Max let out a cry of pain, her muscles locked in a struggled for power against Gregory, who she could tell was beginning to have an ethical conflict within his mind. Her wing was only halfway extended at this point.

"Further," Bahar told him.

"Sir, she's in too much pain-" Gregory began.

"I said," Bahar stuck Gregory with a stern gaze and an even voice. "Extend the wings farther."

Max was haggard, the pain sapping much of her strength, and she looked at Gregory with warning. _Touch me one more time and you're done with_, she thought in her mind. The glint behind her eye was almost animal.

Gregory ignored this, grasping her left wing once again and steading pulling it farther and farther.

Max gasped, the bones in her wing popping and shifting, cracking so loudly it blocked out all of her thoughts. All she could hear and see and feel was the stretch of her wings and the indignation that he had the sheer _nerve_ to even dare touch her; that he felt himself worthy enough to lay his hands upon her, nonetheless her wings. Her wings were the most precious part of her, but also the abnormality that made her a freak. They're why she was created and why she was fated for death, but a coffin never looked very good on Maximum Ride.

She stared at both of them, her teeth grinding against each other in her attempt to block out the pain. It felt unnatural to just have one wing open, her right straining to match her left. _God, you guys suck_, she thought. The popping and cracking grew louder in her ears until it drowned out all other thoughts, her muscles stretching, stretching to meet Max's strong will. She couldn't take it any more, her wings wouldn't pull back into her and she only had one choice.

Max's wings shot out with full force, wrenching her left wing out of Gregory's grip and sending him flying against the wall. It was painful, oh god was it painful, but it also felt liberating to have her wings extended once again, even if it was forced by a doctor. Max rose from her bed, a murderous glare on her face, and began walking towards Bahar, who was standing near the door.

He looked at her in awe, but it felt less like he was regarding her as a person, more as a miracle. Bahar's jaw had dropped as he witnessed Max's wings in their full glory, so enraptured that he didn't even notice how close she was until she had her hands wrapped around his throat.

Max shoved him against the wall, sliding him up until he was a few inches taller than she was. Bahar pulled at her fingers, his eyes beginning to bulge slightly, but it was useless. Max had regained her power enough to know that what she wanted wasn't this; it wasn't this hospital, this life, or this organization. She opened her mouth, her voice dripping with poison and rage. "_Leave_."

She released him and he dropped to the floor, coughing and clawing at his throat. He recovered for a few seconds, long enough punch the exit code and leave the room. Max calmly returned to her bed, her wings shifting back into place with a few difficulties. She opened up her notebook and scribbled something to a shell-shocked Lena who was frozen in place after having witnesses the whole ordeal.

_May I have some water please?_

* * *

"She's progressing well, sir, but faster than I thought she was going to." Bahar said, clipboard in hand.

He was in a dark room, the walls plastered with screens showing live feeds from various rooms around the hospital and other levels where different operations took place. It was dark, the only light coming from the blue-tinged flicker of the televisions and the blinking buttons on the control panels. Three agents sat observing the screens, their ID badges proclaiming them to be security personnel.

"That's good. She seems to have regained strength from the self-starvation period," another voice said. He turned and the lights illuminated his features, the most prominent being a deep black eyepatch covering one side of his face. Director Fury.

"Yes, she's adjusting to the facility, but we're afraid if she becomes too used to it she might escape. She's much stronger than we realized." Bahar touched the light purple bruises on his neck absentmindedly.

"And you said she spoke to you?" Fury turned to look at Bahar, his hands clasped behind his back.

"Only one word, but I don't think that's what we should be focusing on-"

"Did or did she not speak to you?" Fury asked with more force behind his words.

Bahar hesitated. "'_Leave_.' She told me to leave."

Fury considered the information for a moment and then chuckled slightly. "That's progress. She called Rogers a bitch."

"She what-?" Bahar's mouth was agape but he shut it quickly, masking any surprise in a split second. "I'm surprised you even let him close to her, Director."

Fury stared Bahar down. "Are you questioning my decisions, Dr Bahar?"

"No sir," Bahar replied. "Simply confused. From what I've seen and, er, _experienced_, she could have done major damage to him."

Now Fury chose to laugh loudly, making Bahar flinch in the process. "There's no way she could do anything to Rogers, believe me." He stepped up towards the security screens, picking one out in particular.

Max sat on her bed, tossing and catching a wadded ball of paper from one of her old notebooks. She threw it and it hit the far wall but didn't do any damage, the ball itself too light. She repeated the process, tearing off pages from her notebooks and throwing them, this time into the trashcan. She made every shot.

"I want her transferred," Fury told Bahar as he stepped back from the security screens.

"Sorry?" Bahar asked, startled.

"You heard me. I want her transferred to a secure sector," Fury said. "She's healthy and strong enough to have her mutation monitored."

"Of course, sir." He headistated. "If I may," Bahar said uncertainly. "What are you planning to do with her?"

Fury glanced at the security screens again, his eyes drawn to Max. "That will be mostly up to her, whether she cooperates or not, but SHIELD could always use another agent." Fury turned to leave the room, opening the security door. "We need all the weapons we can get."

* * *

Max had decided to escape on Friday of that week. She'd been looking at the cracked ceiling tiles and chinks in the windows for hours and she could almost see the plan take form in her mind. She'd request to go on a walk and go down to the elevator with the large windows on it. When Lena had allowed her to go with her crutches down there yesterday she's noticed that there was a small spiderweb of cracks at the base. It was tiny, but it was something. She'd smash the glass at the weak spot and fly out of there. From what she could tell, the skyline seemed like it was New York City, but she hadn't been there in years. All she needed was something sharper than the rubber tip of her crutches and she was home free. If home even existed anymore.

And Plan B? Well, she hoped she didn't have to do that one because then some people would get hurt and one of those people would be Lena.

Lovely Lena. Max knew she was less of a friend and more of a mother to her, but she didn't care. Every time Lena talked about her nieces or her sisters she lit up inside. Lena was always so nice to Max and cared for her much better than the other nurses. When this was all over Max hoped to a god she rarely believed in that Lena would be alright after she escapes.

Max was shaken from a nap at three that afternoon. Her strength had been sapped after the physical therapy session that left Gregory with a concussion and Bahar with a bruised trachea. She blinked her eyes, momentarily disoriented before she focused on Lena's face as she crouched by Max's bedside. Max made a confused noise before Lena shook her head and put her finger to her lips.

"You have to be quiet, _mija_. I know you're good at that," Lena said, her eyes twinkling with a speck of some emotion Max didn't recognize. Was it apprehension? Fear?

_Is Lena...afraid?_

"They're moving you to a secure sector," Lena said in a hushed tone. "I don't know where, but it's not in this building. I-" She licked her lips, hesitating. "I was with another boy. A mutant like you."

Max sat up more, suddenly alert. If there was another mutant in the building, she needed to see them. Maybe they were Itex-mad. Maybe they had wings.

Lena shook her head at Max's excitement. "They took him where I think they're going to take you and he never came back. He still had major injuries, burns everywhere, but they wouldn't let us treat them. He just...disappeared."

Now the fear was evident. Max leaned closer to Lena, not speaking, but placed a hand on her shoulder. Her eyes did all of the talking. _What do we do next_? they said.

"I'm supposed to administer a sedative," Lena told her as she pretended to inspect Max's IV. The motion told Max that they were still watching. "They said you're too dangerous, _mija_, that you'll escape if you're not asleep." She produced a syringe with a clear liquid in it from the pocket of her scrubs. "This is a saline solution. When I put this in your IV, I need you to pretend to drift off, pretend to sleep."

Max nodded, understanding the gravity of what Lena was saying. She was helping Max to escape and her help was invaluable. Max suddenly felt a swell of pride for Lena, especially for what she was doing. She'd be fired if anyone found out about this, but resisting the sedative could just be chalked up to mutant genes metabolizing it too quickly. It would make it look like the doctors had slipped up. Max suddenly wished she could take Lena with her, but she knew it would be too dangerous. Going back to avenge the Flock is something Max had to do on her own.

"They'll wheel the hospital bed out into a waiting ambulance for transfer. That's when everything is up to you, _mija_," Lena said. She lightly touched Max's cheek. "I don't know what they're going to do to you if they catch you, Max. Run fast and run far."

Max reached up and clasped Lena's hand, a look of pure determination on her face. Tears began to well up in Lena's eyes but she managed to make them go away quickly, just in case anyone noticed reddened eyes when they saw her. Max squeezed Lena's hand one last time and released it as the nurse stood up.

"Thank you," Max said softly, the only words she'd ever spoken to Lena and the only words she'd ever need to. She didn't know if she could repay what Lena did to help her, but she'd certainly try.

It caught Lena by surprise as she was administering the saline solution to the IV. "You're welcome, _mija_. Always welcome."

Max decided to begin to play her part. She was never good at drama or acting when they'd gone to school for that short amount of time, but she'd always managed to pull one over on Jeb or Nudge. The rest of the Flock was harder to fool. Her eyes fluttered and eventually closed. She allowed her mouth to go slack and her head to rest on the pillow like it normally did when she was sleeping. Max was tense even in rest, but a sedative would rid her of that. It took a lot of self-control to relax her muscles, but she eventually did it just as a group of nurses came in and began wheeling her into an elevator farther down the hall.

"Normal procedure, then?" one of the orderlies asked. Max couldn't open her eyes to see what they looked like. It frustrated her to stay so still.

"Yeah, the driver should be there. Fury wants her in holding, or so I've been told," said another. "I heard she strangled Bahar."

"No way," came a third voice. There were at least three humans, a group she could easily take out with surprise unless a few of them were staying silent. "That's just a rumour."

"Nah, I saw him just an hour ago with some crazy scarf around his neck. He doesn't have someone to give him hickeys, so she must've choked the guy. Serves him right."

Max nearly smiled at that. _At least somebody else hates him as much as I do_.

The elevator dinged and she was wheeled out. The air was different down here, denser. She could tell that they had entered some sort of garage. A light breeze blew in from her right. They were close to the entrance, which was good. A click alerted her to the fact that someone was opening the back doors of the van she was going to be put in. Time to spring into action.

Max leapt up from the hospital bed, tearing the IV from her arm and the blankets off of her legs in a single move. The orderlies were startled and it took them a few seconds to react, which is just what she needed. Max didn't waste time taking in her surroundings as the hospital workers made a grab for her. She located the exit ramp and jumped from the edge of the hospital bed, over the orderlies' heads.

While they weren't formally trained to be assassins like the agents that had tried to question her weeks ago, she knew that this team had to have some sort of self-defense course. A woman grasped Max's hair, tugging her back, but Max elbowed her in the rips and she was let go. The walking cast was still on her leg and she decided to get rid of it once she was in the air. All she needed to do was to get out of the garage.

She was still fast, faster than any normal human, and cleared the exit ramp quickly. It had deposited her on a back road between two buildings but she could hear the hum of the city just around the corner. Once there were people to see her, she was toast. Max needed to get in the air now.

With a running start, Max extended her wings and managed to get high enough that she could maintain herself. The orderlies had run to get backup, but by the time anyone came to shoot her out of the sky, it would be too late. Max undid the velcro on the walking cast and let it drop to the ground. She felt lighter, both physically and metaphorically, as she gained altitude, zooming away from the hospital.

A few pedestrians noticed her and she could hear shouts from below. _Dear god, I hope that's not because I'm wearing this stupid gown_, Max thought to herself. _Next stop is a JC Penny's_. She didn't bother concealing herself, though, as she flew farther into the city.

Her wings were sore, but the pain wasn't unmanageable and she could feel the smaller fractures and scrapes healing within minutes. She flown past a few skyscrapers that confirmed where she was. Maximum Ride, back in the old NYC.

There was one building, though, that she didn't recognize. It was tall, standing out from a few others, with a large A wrapping around the top floors. She swore she saw something glint on the balcony, but as soon as it was there, it was gone.

Except not.

Hesitating was Max's downfall as she rounded the strange tower, and she was soon face to face with someone else who could fly, but it wasn't with wings. A man in a metal suit painted a brilliant red and gold stood before her. She recognized him from somewhere, but couldn't put her finger on it.

"You should really watch where you're flying, bucko," came a voice from within the metal man's suit. "This is restricted airspace."

Max rolled her eyes and ducked, flying underneath him and packing on speed so she could get out of the city, but he was faster. She didn't know how. Maybe it had to do with the energy coming out of his hands and feet, the strange blue glow that was both enticing yet dangerous. He reached out to grab her but she sensed him, wiggling out of the hold.

"And you should learn to take a hint," Max quipped back. "The lady doesn't want to dance."

The man casually lifted one of his hands and blasted her with energy. It hit her square in the chest and took the breath out of her. She nearly slammed against the windows of the tower as she fell, but he caught her.

"I wasn't asking," he said with humour in his voice. He held her tightly and flew away from the tower.

Whatever he had blasted her with was beginning to drag her under and the realization came to her too late. The man in the metal suit was one of them. He was Iron Man.

_Goddamn superheroes._


	5. Phase 5: The Tower

The first thing Max could feel when she woke up were handcuffs and she _hated_ handcuffs. She jostled them pointlessly, her fingers gripping various bits and pulling as hard as she could, but either these were space-grade wondercuffs or she had lost some strength during the pitifully short fight in the sky. She guessed the former to save herself a little bit of dignity.

They'd put her in an interrogation room devoid of detail. The walls, floors, and ceiling were painted a deep black that made the room seem much smaller than it really was. The table was a bright, shiny steel that reflected the light from the single lamp up above. Opposite her was a mirror, which she knew was one-way glass. When she strained her ears and used her heightened hearing she could grasp at voices from behind it. They filtered in like music underneath a layer of water.

"She's fast," said a man's voice. It was deep and gruff. Max thought he was speaking to someone else but couldn't be sure. "Is she one of yours?"

"No," replied a woman's voice. "They may have had strange methods, but they would never have mixed us with animal genetics. She doesn't fight like us either. There's raw potential there but she's undisciplined."

_Yeah, yeah, tell me how you really feel_, Max grumbled in her head.

"You should leave her with the Academy," the woman said. "They could train her. She'd be a good ally to have."

"I think if she was put in any sort of structure she's rebel," the man said. "She's got that wild spark. Traditional methods won't work here."

"Then what do you want to do, Director?" she asked.

_Director_. The people who tried to transport her had said the same things. It wasn't the director she was used to, the one from Itex. They didn't seem to know who she was in terms of experiments, which was good. The less they knew, the better.

"I'm not sure yet." He paused. "She's bonded with Rogers, but he has too many missions to look after and I can't risk him training a young girl. We could always try to find her family."

The woman spoke softly but with a hard edge. "She doesn't have a family."

"How can you tell?" The Director asked her.

"She's too reckless. She's daring us to kill her," the woman said. "Someone like that doesn't have anyone to go back to. She doesn't need to protect herself because no one will be there to miss her."

There was a long pause, both the man and Max caught up in her words.

"Good deduction, Romanoff," the Director said at last. "That still doesn't solve our problem."

"We could give her to Barton. Let him have a real hawk for once." There was a smile behind those words, Max could tell. "But he wouldn't go for that. Barton always works alone."

"Barton always works alone," the man echoed her words. "True. I think that-"

Max heard a click and the door open, someone with heavy footsteps swaggering into the room. She strained her hearing even more to see how the configuration was in the room. The intruder steps between the Director and Romanoff.

"Stark." The Director's words were hard. "Who let you in?"

"You really need to get less hungry security guards, Fury," said a new voice as he sat in a swivel chair. His words were muffled, possibly by food. "Gave him a sandwich and he let me right it. He was also a bit unconscious, but semantics." He paused. "Good to see you, Natasha, Fury. I'm doing well, thanks for asking."

"You can't be here, Tony," Natasha said to him. She sounded droll and tired, as if he did this sort of thing all of the time.

"Hey, I brought her in. The least I can do is see what she is." Tony seemed to eat more food, his reply marred by a crunching sound. Max's stomach grumbled. "So what are we up against? Another radioactive waste deal? Bitten by a mutant bird or something?"

Fury paused. "We aren't sure. We need a place to study her."

Tony scoffed. "Is that all you're interested in? _Studying _her? She's a girl, not your science experiment. Besides, she can't be a day over sixteen. Try explaining this to a child abuse court."

"She took out an entire outpost of highly trained agents." Fury's voice was losing patience. "We can't release her out into the world. She's a danger."

"So's Rogers, but you let that Star-Spangled ass walk around being as free as he pleases." Tony said.

"He actually works for us. She's too young to," replied Natasha. "She's untrained."

"Train her," Tony said as if it was simple. "Send her to Xavier's or something. He's into that touchy-feely stuff, right? She'd be better off there than the Academy. All that's filled with are humans that have sticks up their asses."

"She's a flight risk," Natasha said. "Literally."

"Look at you making a joke," Tony said with admiration in his voice. "We should hang out more."

"We already hang out too much."

"Still on for my place on Friday? Steve promised to bring beer."

"Oh god no. I hate his beer."

"Well you drank all of my vodka last-"

"_Enough_." Max was surprised to find that it was her that had spoken. She had become fed up with their useless squabbling. She stared at the mirror, trying to pinpoint exactly where each of the agents behind the glass were standing. "You guys take _forever _to decide on something, just give it a break. Anyone bother to ask what I wanted to do? No? Well, you snooze, you lose. I want to leave."

The tension in the air was palpable. Even though she couldn't see the people behind the mirror, she knew they were frozen in place. A voice came through the speakers in the room. She identified it as Fury's.

"You are not authorized to do so."

Max rolled her eyes and slumped down in her seat. "Have you ever heard of the saying 'If you love something, let it go?'"

There was a pause before she heard the speakers click on once again. "We are familiar. You are still unauthorized to leave the premises."

Max thought for a moment about invoking her Miranda rights, but the chance that whatever this facility was actually operated underneath them was slim. If she was going to be sent anywhere, it'd have to be with someone who she could easily escape from. "Then I'll go with him. Stark."

"Stark's not authorized to hold you. Only specified SHIELD facilities are."

Max rolled her eyes and sighed dramatically as she slumped back into her chair. "Great, I'm guessing SHIELD is one of those useless acronyms you guys are always throwing out? Whoever you put me with I'll just get away from. Might as well stick me with the guy that _isn't_ trying to poke me with needles."

She could hear a small crash come from behind the glass and then Stark's voice came through the speakers.

"Hey there Jailbreak, Tony Stark of Stark Industries here-" Another crash. Then, distant, "Get off of me-! Anyway, we'd love to have you at the tower. Just overjoyed. Tell me when-"

The microphone was wrestled away from Tony and Max nearly smiled. He was sarcastic, he didn't obey orders, and he probably enjoyed blowing things up. She could think of a few people that fit that description. Then she remembered the cold metal of his flying suit as they grappled hundreds of feet above the city.

"Mr. Stark is not authorized to hold you," Fury said again, his voice firm.

"Well, someone's got to and I'm not going to wait until you and your plucky sidekick decide what prison to shove me into." Hints of venom seeped into Max's words. She wanted to cross her arms, but they were still locked behind her.

The door to the interrogation room opened and a man in a long leather duster walked in. He was a few inches taller than Max was, with dark skin enhanced by his black clothing, and had a large scar running the length of his face. An eyepatch covered one eye. She could only assume this was the Director.

He sat down in the chair opposite her and clasped his hands together. After a period of silence, he spoke. "What's your name?"

The question caught her off-guard, but it wasn't entirely unwarranted. "You already know it."

"I _know_ it took over seven bullets to even render you unconscious, I _know_ that you can survive a long time without sustenance, and I _know_ that the bruises on Dr. Bahar's neck aren't just for decoration. What I don't know is your full name." He stared directly at her, but she wouldn't speak. "Let me start. I'm Nicholas Fury. Pleased to meet you."

She was silent before speaking with a sarcastic smile on her face. "Buffy Summers."

Fury laughed. "So you like the vampire hunter, then? You're going to have to try harder than that to fool me."

Max looked off to the side sullenly before reluctantly speaking. "Max. Maximum Ride."

"Maximum," Fury laughed to himself.

"What?" Max shot him a glare.

"It's a good name." He pulled something from the inside pocket of his duster. A pair of keys. Handcuff keys. "Now I can unlock you, even let you go with Stark if that's what you want, but only if you answer a few questions for me."

Max stayed silent. She averted her eyes and instead stared at the table, shifting in her chair uncomfortably. Even though she knew that they wouldn't let her go without having her give up the ghost, her first instinct was to hold her tongue. Fight or flight had been replaced by passivity.

"You know I can't do anything until I know that you're not going to mess around with my agents again," Fury said to her. His tone became more conversational than beforehand.

Max lifted her eyes to stare at the mirror. She could feel Tony and Natasha's eyes on her. This may be her only way to see someone she remotely trusts again. "Okay, shoot."

"Why were you at the outpost in Washington?" He asked.

Max took a few moments to answer, carefully omitting certain details. "I was looking for first aid supplies."

"Then why did you attack?"

"They had guns." True and untrue at the same time.

"And this threatened you?"

"It'd threaten anyone."

"How were you injured in the first place?"

"I-" Max's chest became tight. She remembered the Erasers, the fire, the terrifying screech of rubber against pavement as the car barrelled down the road towards her. "I fell. From a tree."

"I don't believe that," Fury replied. He seemed to consider her answer, knowing it was only a partial-truth.

"The wings don't always work," Max said.

"Ah yes, your _wings_," Fury said. "Would you like to tell me how you got them?"

"None of your business," Max shot back. She was beginning to feel hot in the cramped interrogation room.

"I think you'll find it's more my business than anyone else's, Maximum." Fury calmly set a file on the table. "This has everything we know about you in it. We didn't let any scientists take samples from you because we wanted to respect your space, but if you don't cooperate, our goodwill won't hold out for much longer."

She stared directly into his eye as if to ask him if he truly wanted to know what she had gone through to be in the state she was in. If that rabbit hole was something he was willing to lose his humanity in. Her voice was filled with vitriol, a dark expression on her face. "I'm sorry, let me rephrase that. It's none of your _fucking_ business."

Something in him changed that Max couldn't put a finger on. He almost seemed amused by her.

"Are you going to be a danger to others?" Fury asked

"Only if they're a danger to me," Max said.

Her answer made Fury smile. "Alright." He stood and walked around, unlocking her cuffs. They clattered against the metal slats in the chair.

The sudden end to the interview was punctuated by Max's intense confusion. She wanted to rub at her wrists after her struggle earlier, but refrained from showing weakness or, god forbid, gratitude. She owed these people nothing and she wanted to make sure they knew that.

She needed to make sure they knew that.

The door opened and in walked a man that was relatively tall, with dark facial hair and a chest piece underneath his shirt that glowed, as if powered by something within him. It looked to be made of metal and it clicked in Max's mind that it might be a body mod, like those they added to the mutants at The School. She shivered, wondering if he too was like her.

The man was followed by a woman who carried an air of quiet strength about her, presumably Natasha from behind the mirror. She was clad in all black with a fiery man of red hair that was pulled back from her face. Her uniform had the same logo as the hospital did.

_SHIELD_, Max thought absentmindedly. _That goddamn acronym_.

"Tony Stark. I shot you out of the sky earlier," the man said. He offered his hand to Max, but she refused to take it. Her continuous stare instantly made the situation tense and Tony dropped the hand. "Okay, awkward. Nice to meet you."

"Maybe you shouldn't have started off with admitting assault," Natasha said. The two were obviously some approximation of friend. Perhaps close co-workers.

"I disagree," Tony pointed out. "She was flying in my airspace around my tower. She must have known who owned it."

"Yes, let's talk about her like she isn't even here," Max chimed in sarcastically. "That'll win you points with the bird kid."

Natasha and Tony whipped their heads to look at her. They both resumed more formal positions as Fury placed his hand on Max's shoulder.

Max glanced at Fury's hand on her shoulder, then back to Fury, and made eye contact. Her expression burned, but she didn't open her mouth.

_Would you mind not touching your highly-volatile mutant prisoner? Thanks._

"Maximum will be escorted by a SHIELD agent to Stark Tower," Fury said. Tony opened his mouth, but Fury continued speaking. "It will _not_ be Tony Stark. Romanov, assign someone to her case. One of the handlers, preferably."

"Of course, sir," Natasha replied.

Fury nodded and left the interrogation room. Natasha exchanged a glance with Max before leaving the room as well, indicating her to follow. They exited into a narrow hallway lit by blindingly bright lights. Stark had become intensely interested in the security panel outside of the doorway and Max stopped, waiting for him.

"Come," Natasha tilted her head in direction of the other end of the hallway. "He'll catch up."

Max said nothing and walked behind Natasha. Both seemed too stoic to even consider talking, but there was something on Max's mind that she couldn't shake.

"He's decided to keep me alive," she stated. "Why?"

They came to a door that revealed another hallway, identical to the last. Natasha's shoes clicked against the floor. "You might be useful."

Max snorted at the notion. "So I'm a prisoner then?"

Natasha shrugged lightly. "Something like that."

Natasha didn't talk much, and Max decided that she could respect that. After living years and years with people who just couldn't shut up, it was a strange paradigm shift. She couldn't decide if she actually liked it or just felt extremely uncomfortable. Given that everything about this situation was uncomfortable to her, it was difficult to distinguish.

"You don't tend to talk a lot," Max said as they neared the lobby of the building.

"It's not my job to talk," Natasha replied. She scanned her access card to allow them to leave the building. "And from what I've heard, you rarely do either."

Max thought back to the hospital, to Lena. In all of her determination to get out, she had completely forgotten about her former nurse. "There was a nurse at the hospital that helped me. Is she... alright?"

Natasha smiled before realizing exactly what Max was implying. Her expression soured as she opened the door to a SHIELD company car. "We don't kill our employees here."

Somehow, Max didn't believe that to be entirely true.

She slid into the passenger's seat of the car, a sleek black sedan that was so completely free of identifying marks that it almost seemed suspicious in its innocence. The interior smelled new and there wasn't a single mark on the dashboard. SHIELD agents, Max decided, were irreparably boring.

_At least that made them predictable_, she thought.

As Natasha went to put the car into drive, the back door opened and Tony Stark slid into view.

"Put the pedal to the metal, Tasha," he said urgently. "I've got something back at the tower to handle." He glanced at his phone. "Three somethings and a golden retriever, actually."

"This is what you get for crashing a classified interrogation," Natasha said pointedly as she pulled out onto the main road. "You're not even a Level Six yet, Tony. Fury is thinking about revoking any clearance that you have."

"And risk losing all of this?" Tony gestured to himself. It made Max smile. "He wouldn't take that chance."

Natasha said nothing, but as she gripped the steering wheel and looked straight ahead she seemed to say '_just watch_.'

* * *

It was half an hour before they made it through the traffic of downtown New York City and arrived at Stark Tower, or Avengers Tower after the Battle of New York where the letters that spelled out Stark's surname fell off, save for the large A.

Max found the lettering on the building to be gaudy. Those superheroes, those supposed saviours of the world, did more advertising than they did helping others. She scoffed at the notion of selling merchandise with her face on it or even having something as frivolous as a catch phrase. They were the things she had come to despise, the antithesis of what she was at her core, and she was walking right into their headquarters.

_Keep your enemies close_, Max thought wryly to herself as she stared up at the glass exterior of the tower.

But that wasn't true. Superheroes weren't her enemy; she didn't seek vengeance against the star-spangled soldier or the mutant green monster. Max hated them in a way that was felt deeper than she previously thought. The whole of superhero culture was about imitating mutants, mocking them even, with prosthetics and injections and metal suits. It made light of everything she has ever had to suffer in her life. Max knew in her heart of hearts that superheroes wouldn't be the ones to help someone like her.

They'd be the ones to take her out.

"JARVIS, take us down to the main lab," Tony said into an earpiece. He ushered Max and Natasha into a private elevator.

"Of course, sir," said a disembodied voice with a clipped English accent.

The sound made Max jump and slide into her fighting stance, which Tony cracked a smile at. She slowly lowered her limbs and recomposed her face.

"Got some kinks you need to work out there?" Tony gestured to his brain and made the universal sign for crazy.

Max glared at him. The elevator doors opened with a ding before she could answer.

"Don't worry," Tony patted her shoulder as he stepped out of the elevator. "I've got them too."

There was a sadness underneath the jovial tone of his words that betrayed a deeply troubled web that comprised Tony Stark. In their few hours together, Max couldn't seem to get past the mask he wore, both as Iron Man and as himself. At first she wasn't inclined too (he had knocked her unconscious mid-air, after all) but the man who seemed to lay all of his cards on the table is the one that will be housing her until Fury finds a more permanent place of residence. All of a sudden, Tony Stark didn't seem like the easy mark he was made out to be.

They walked down a short hallway and entered into a room filled with mechanical gadgets and tables of science experiments. There were wires and microchips scattered on the shiny chrome surfaces that held half-finished engines and weapons that looked to be from another world.

"Welcome to the playroom," Tony said with a flourish. He looked extremely self-satisfied, but didn't earn an impressed glance from either of his guests.

"Oh, there you are, Tony." A woman stepped out from a side room, file in hand. She was wearing a neatly pressed suit and had a bundle of light, strawberry-blonde hair pulled up into a neat ponytail.

"Hey Pep, where'd the good doctor and her giggle twins get off to?" Tony looked confused.

"Jane left after waiting two hours for you to show, but this is more important," Pepper leaned towards Tony before catching a glimpse of Max, who was absentmindedly playing with a piece of metal on a nearby table. Natasha lightly tapped her hand and shook her head 'no.' "Who's that?"

Tony twisted around. "Her? That's Natasha. You know Tash, Pepper."

"Tony," Pepper said impatiently.

"I'm Max," Max replied with a curt wave. She resumed touching more of the experiments only to have Natasha block her at every turn. Eventually Max sulked on one of the stools.

Pepper looked Tony directly in the eye. "Please tell me you didn't get someone pregnant sixteen years ago and are just now finding out about it."

"I'm not his kid!" Max said indignantly from her metal stool.

Pepper shook her head and pulled Tony off to the side. "It doesn't matter. Something happened that I need to talk to you about now. In private."

Natasha got the cue and motioned for Max to follow her back out into the hallway. After a roll of the eyes, Max followed, but she kept glancing back at Pepper and Tony, who were whispering in hushed tones.

"I think she likes me," Max said facetiously.

"She doesn't like stray cats," Natasha said.

"Does he tend to pick up a lot of those?" Max meant it to be a joke, but the expression on Natasha's face soured. Max followed her line of sight to see Pepper and Tony arguing.

Natasha's mouth was set in a hard line. "More than you know."

* * *

**Dear readers, I have a challenge for you. The people who write reviews over four sentences will receive a sneak peek of the next chapter. The longer the review, the longer the sneak peek. Hell, you could write me a book and I'd pretty much just hand you the next chapter. **

**Reviews including "please update" or variations thereupon will not be considered. Sorry about that.**


	6. Phase 6: The Deal

Max awoke in a room that was such a stark white that she had to shield her eyes in order to acclimate herself to the environment. She stood on a pair of shaky legs, still in the ACDC t-shirt from Tony and the pair of yoga pants Pepper had deigned to lend her. It was cold, an unseen wind whistling through the room in which she stood.

There were no windows and there were no doors, just a long expanse of white stretching from wall to wall. The floor was made of some sort of tile that chilled her bare feet. Max thought about hovering so they wouldn't go numb, but for some reason her wings wouldn't extend.

Then, she saw them.

They stood on the opposite side of the room, arranged in a loose V that reminded her even more that they were all alone in their own right. They were like ghosts to her, shivering against the brightness of her imagination. Her family. Her babies. Her flock.

Max didn't dare reach out and touch them. She didn't want to confirm what she already knew.

It was Nudge that stepped forward first. She did nothing except stare at Max with large, glassy eyes. They looked so empty of everything that it pushed the air out of Max's lungs and she doubled over, a choked sob escaping her lips.

The others flickered once more and faded as Nudge took another step forward.

_Save us._

Max's head jerked upwards in time to see Nudge morph into Iggy, in all of his paleness. His mouth moved, but the words were delayed.

_Save us._

Max began backing up, stumbling over her own feet in an effort to get away from the monster that advanced upon her, but there was nothing save for a smooth, white wall to greet her.

Iggy's face melted and shifted into Gazzy's, then into Fang's. The hair on Fang's head was lit aflame and began singeing his flesh. He reached up with a wicked grin to peel back his skin, revealing the skeleton underneath, until his entire body was on the floor like the wrapping paper from a present. The voices began overlapping each other until they became a deafening roar in Max's ears.

_Save us. Save us. Save us._

Max sank to the floor with her eyes covered, the experience becoming too much for her to handle.

_Just make it stop_, she screamed in her mind.

_Save us._

The voices died down and Max slowly took her hands off of her face. There, in a dress so spotless she was sure she hadn't bought it, was Angel. Her perfect, perfect Angel. She leaned down to Max's ear and whispered.

_You can't._

* * *

Max awoke gasping, tearing at her clothes as if that would allow her to take in more air. Her hair was stuck to her face in clumps and she quickly pushed it back from her forehead, moist with sweat.

_Clammy_, she thought as she opened and closed her hands, touching her shaking palms.

God, she hated that word. The double 'm,' the way it sounds on her tongue, the flushed feeling of embarrassment when someone touches her and knows. They just know she was terrified. No one should ever get to see into her mind like that.

Except one.

Max threw the bed covers off of her legs and stood. It had been a long, boring week and the room she'd been given in the tower was larger than she was used to, but smaller than she thought Tony's opulent wealth could afford. Considering that most of the building was practically his playground, she thought guest quarters would be more than a double bed with a chest of drawers and a small ensuite bathroom. Max didn't doubt that there were fifteen rooms that looked exactly the same, from the mirror affixed behind the door to the small bottles of shampoo in the bathroom.

If Tony Stark was doing anything, he was running a superhero hotel.

The lights in the bathroom flickered on and Max flicked on the cold water faucet. She ran her wrists under the stream in an attempt to calm herself down and it worked, even if just for a little bit. She splashed water on her face and looked at the mirror, but a stranger stared back.

Max's hair was shorter than before, hanging just past her shoulder blades with uneven tufts sticking out. They had to cut much of it off at the hospital after the fire had melted it to her back. She tugged uncertainly on the ends, unused to the length. Her face looked gaunt, even after having regained her weight that she'd lost after the accident, and there were bags under her eyes that were a deep purple. No longer were her eyes brown and lively, but empty. They held no colour to her. They held no emotion.

_We're all mad here_, she thought, looking at the new person in the mirror.

Max switched the light off in the bathroom and her stomach rumbled with hunger. Her brain was too awake after the nightmare and she couldn't bear to close her eyes again, lest the visions come back to haunt her.

_Save us._

She wondered what was happening, what would stop their ghosts from haunting her, but pushed the notion away. A small piece of her was even happy that they'd decided to linger in her brain. Maybe she could hold onto their memory for just a little bit longer.

The hallway lights were out, but Max could see a faint light coming from the direction of what she thought was the kitchen. Illuminated by the light above the oven was Pepper Pots clad in a tank top and cut-off sweatpants, her immaculately brushed strawberry blonde hair slightly ruffled. Max was struck by how polarizing this view of Pepper was compared to the perfectly made-up woman she'd briefly met earlier in the lab.

"Oh," Max said, coming up short upon seeing Pepper.

Pepper looked up from a bowl of cereal. She wiped milk from the corner of her mouth. Wordlessly, she patted the seat next to her. An invitation.

Max slowly moved towards the seat and sat down, her eyes warily trained on Pepper's form as she hunched in her seat, absentmindedly chewing on her bowl of Lucky Charms.

"Want some?" Pepper asked, pointing to her cereal. "Tony thinks I don't know he has this box stashed back behind the pipes."

Max shook her head, but she nearly smiled at the notion of Tony having to hide his bad habits from Pepper. From what she could gather, Pepper was either Tony's wife, boss, or assistant. Maybe it was a combination of all three.

The spoon scraping the bottom of Pepper's cereal bowl was the only sound in the kitchen, which carried a strange echo at night. The lack of lights doused the edges of the room in pitch-black shadows and added an eerie quality that wasn't normally present during the day.

"Sorry about this week," Pepper said. She stood and put the bowl in the sink, blasting it quickly with water and then placing it in the dishwasher. "Sometimes Tony gets a little... sidetracked."

"And I'm the thing he got sidetracked on?" Max hadn't meant for it to sound so snide or challenging. She didn't value Tony's opinion enough to care that she was taking time away from what seemed to be his significant other.

"No," Pepper said bluntly. "You're one of the things he's forgotten. There wouldn't be anything wrong with that if not for an incident within the company that needed his help. I'm sure by now you've noticed that he has the attention span of a small rabbit."

Max's laugh took her by surprise and she choked on it, coughing for several seconds before being fit to speak. "What was it?"

"Someone stole something." Pepper went to the refrigerator and pulled out out a large red cup with a straw poking out of the top. She set it down in front of Max, who quirked her eyebrows at the mysterious cup. "It's a smoothie. That's why you came in here, right? To get something to eat?"

Max shrugged and unscrewed the top of the cup to smell it. Banana. "What was stolen?"

Pepper looked thoughtful for a moment, her maternal instincts that pushed her to finding food for Max dissolving into her strict business persona. "Something Tony should have guarded more closely."

Max sipped at the smoothie, its inherent nothingness helping her to feel full even though she didn't really need to. Her hunger was mostly in her head; the intense craving to do something except rip her own hair out.

"Pepper," she said, holding her hand out for Max to shake. "CEO of Stark Industries."

"Max," Max replied, reaching over to grasp Pepper's hand with the smoothie straw still in her mouth. "Mutant."

Pepper's mouth quirked into a smile. "SHIELD dumped you on us, huh?"

"Nah," Max replied. "I asked to go with Tony."

Now it was Pepper's turn to laugh. "Why?"

Max shrugged and looked off into the distance. She wondered if she should say the real reason behind her choice or not. "I didn't want to be in one of their prisons anymore."

Pepper's demeanor became silent and somber. She stood from her seat at the kitchen table and made her way towards the hallway, pausing by the door frame. "I know I'm not your mother, but you should probably go to bed soon. It's late."

Max paused, a smile beginning to surface on her face. "Shouldn't I be saying the same to you?"

Turning back towards the door, Pepper shook her head. "Good night, Max."

* * *

It was a rude awakening the next morning, when Maximum opened her eyes to heavy pounding on her door. She sprang from her bed and immediately entered a fighting stance, but then realized that it was only Tony, lazily slamming his fist over and over again.

"Wake up, bird brain!"

Max's heartbeat didn't slow. She wasn't sure how much she could trust anyone here, and after their meeting in the air she knew that Tony could prove deadly if he wanted to. She doubted that at this point he'd kill her. The bird girl was a shiny new toy.

"Go away," she shouted back, hesitant.

The pounding on the door stopped, as if Tony was contemplating Max's existence for a moment. "Nope. I got a call from Fury saying you need to be at the training center in an hour and I'm not going to be the one he yells at if you're late. Get your ass up, it's breakfast time."

Max collapsed onto the bed with a groan. It was sort of luxurious, having other people take care of her for a change, but all at once she felt extremely uncomfortable. The training SHIELD has been giving her for the past week has actually proved helpful, but she would go to her own grave before admitting it. She knows the only reason that Fury is even letting her roam somewhat free is because he wants to convert her into one of his superheroes to have at his disposal. She needed to keep up the charade that she was cooperating, or God knows where they might send her next.

It took her a few moments of silence before she could muster the ability to stand. Max looked about the room for her clothes from the night before only to find an outfit neatly folded on top of the dresser. A shiver went down Max's spine as she wondered who had snuck into her room while she was sleeping to place it there.

Max changed into the black tank top and the pair of tight leggings. There was a pair of tennis shoes and socks set out by the door. She decided that going barefoot was a better idea.

"What do we even do with a sixteen-year-old girl, Pep?" Tony's voice filtered in down the hallway. He was trying to whisper, but Max's enhanced hearing could easily hear it. "Is she getting enough vitamins? Should we let her run around outside? How do we check if she's eating-"

"Tony, stop," Pepper interrupted him. "She's just a visitor, not your daughter. If you keep asking questions like this, I might even think you care for her."

Tony slipped back into his joking attitude. "Hey, you know I can barely take the time to care for myself, let alone a recombinant DNA lifeform."

As Max entered the kitchen she could see Pepper snickering, a cup of coffee in her hand and her hair perfectly coiffed. Tony had his arm around her waist and was trying to sneak a quick kiss in before she could run away. They looked like teenagers.

"Morning," Pepper said when she noticed Max.

She shuffled past them both, an unimpressed expression on her face, and grabbed a plate of eggs that they'd set out for her.

"Good morning to you too," Tony said to the hunched form of Max's back. "Sleep well?"

Max turned and leveled a glare at Tony that she didn't break even when she sat down at the table and began eating her eggs. "You're one to talk."

Tony narrowed his eyes at Max and pulled a chair up to the table. "What do you mean?"

"If Pepper was in here at one last night eating all of your Lucky Charms that you hide behind the sink," Max pointed at the cabinet in question that held the plumbing. "Then you must not have been in bed at all."

Tony gasped dramatically. "You ate my Lucky Charms?"

Pepper shrugged. "You're supposed to be eating healthy, Tony."

"My guess is that you two don't even sleep in the same bed at the same time anymore," Max said, chewing absentmindedly on her eggs. "Anxiety attacks or night terrors or something similar. Maybe a few marital problems because Tony's obsession with something red and gold and shiny is getting the best of him. He probably stays up all night trying to find out what he did wrong with that suit, tinkering and changing it once he figures out what works. And Pepper has to be a morning person because of meetings and brunches and that ponytail with not a hair out of place, but she wants to see her husband, boyfriend, whatever, so she's practically become nocturnal to join you and instead ends up frustrated because you won't focus on her enough." Max's fork clattered against the plate. "And that's why she was in the kitchen with me last night, eating all of your Lucky Charms."

Tony and Pepper stared at her, unsure for a moment what to make of her. After barely spoken a word since she was discovered by SHIELD, this was quite the outburst.

"Well, they didn't say to look out for mind reading on the powers list," Pepper said with an uncomfortable chuckle.

Max put her plate in the sink. "I'm not the version with powers." She left the room.

It was in the way Max said it that puzzled the pair. Almost as if she was alluding to there being more that one of her. It was something that had been niggling at the back of Tony's brain ever since he'd heard that another mutant who was made instead of born had come into SHIELD's possession. Whenever someone makes a good prototype, they always want to follow up with a version two.

After Max left the room, the lack of her presence seemed to lift a weight off of Pepper and Tony's minds, but let a whole host of other problems fester as their thoughts ran free. Is it really that obvious that they rarely spend time together? Can everyone see they're not doing well? Or rather, can everyone see that they've been doing differently than before?

Tony and Pepper exchanged a glance and seemed to decide to push it under the rug altogether.

* * *

Fury had never truly outlined what the terms of Max's release was, but because SHIELD didn't technically have her on the books as a prisoner or as an agent, she was a hard operative to pin down. A car had come after breakfast to pick her up, with a stone-faced agent in the front seat that did nothing except drive her to the SHIELD facility she was kept in last week.

_Welcome back_, Max thought sarcastically.

The imposing doors seemed different now that she was walking in conscious and without handcuffs strapped to her wrists. Some part of her brain told her to be thankful for that.

She was lead through the front door and was granted entrance by a guest pass that had been issued to her a few days ago. Max wondered absentmindedly if she'd had an actual pass when she completed whatever training that Fury wanted to put her through. The notion of being able to walk the halls of SHIELD headquarters freely was addictive. Who knows what she'd find?

The training room was large and airy, with higher ceilings and a small track that circled the room on the balcony upstairs. Black mats covered half of the room. Max liked how completely different the training room in SHIELD looked compared to the rooms they used at the School. Here there were younger agents sparring and stretching, laughing even, whereas at the School everything was tightly controlled. The grunts weren't in concentration, but in pain.

"You ready?"

Max turned to see Agent Jacks. He was a run-of-the-mill agent with brown hair and blunt features like a rock formation. A standard-issue trainer that definitely did not know what he was getting into when he was first assigned to train Max. Ever since their first session together, the trainers nicknamed her "Problem Child."

She did nothing but stare at him, a defiant expression on her face.

"Alright then," Jacks said with an exasperated smile. "Go wrap up your hands and we'll go over what we did yesterday."

Trainings were always tedious for Max. The skills she had already learned were enough to get her out of a bad situation, and it wasn't as if she went around actively picking fights. SHIELD valued discipline over anything else, and Max's tendency to explode didn't exactly help matters. She quickly became impatient after practicing the same move over and over again.

"You have to land the kick with more force, Max," Jacks explained. He pointed to the shoulder of the training dummy. "You have the power to nearly take the head clean off."

_But do I want to?_

Max grunted in acknowledgement and launched her leg into the air again, but it missed its mark and she became unbalanced, slamming into the ground. She laid there without making an indication that she wanted to get up any time soon.

Jacks walked towards her, but someone else pushed him out of the way.

"Don't worry, Jacks. I've got her."

Natasha's voice rang out across the training room. The next thing Max felt was Natasha grabbing her hand and pulling her upwards back to standing.

"Romanov-" Jacks began with a warning tone.

"She can't hurt me," Natasha said to Jacks. She turned back towards Max and slipped into a fighting stance. "Attack."

Max studied Natasha for a moment before dipping low and going for Natasha's legs, which was a mistake. Tasha had Max flipped over in a matter of seconds.

"I know you can hit harder," Natasha said, barely breaking a sweat. She waiting for Max to stand up again. "You're better at this than you think."

Max cocked an eyebrow. "Oh really?" She raised her fists again, preparing for attack. "What makes you say that?"

"I've seen you work," Natasha replied. "You slog it out in this gym every day, you must have learned something in that time."

"I already know things," Max tried to land a hit with no success. She could tell that Natasha had to have some sort of mutant gene in her; there was no way a normal human could move that quickly.

"No," Natasha replied, swiftly blocking Max's fists. "You were intuitive, but you weren't skilled. Potential doesn't mean that you're already good enough."

"Yeah?" Max almost jumped in triumph when a roundhouse kick landed on Natasha's shoulder. "I think I'm doing just fine."

"Come on, you can hit me harder than that," Natasha quipped. "Fight like you mean it!"

The subtle jut of Tasha's jaw sparked something in Max that felt strange and foreign. She immediately wanted to destroy it. With a grit of the teeth, Max launched herself at Natasha with a war cry, but Tasha's skills got the best of her.

"You're not trying hard enough," she shouted at Max over the din of the training that echoed against the walls. "I bet you don't fight this way in the real world."

"_You don't know me_!" Max screamed at Natasha. She struck out at her with all of her might; a blurry, undisciplined mess. The way that Natasha treated her, as if she was her child, as if she needed protecting, as if Natasha knew better, resonated at Max's very core. It was a feeling she had been fighting against her entire life, especially from people in power. Natasha was as powerful as one gets around SHIELD, and she was one of the only female agents that Max had noticed walked the halls. Max could already feel the impending comparisons between them. She roared at Natasha, grabbing her wrists and forcing her up against the wall with a smack.

"Yes, I _do_!" Natasha used her weight to flip their positions and pinned Max up against the wall of the gym. There was a fire in her eyes that Max knew was not from the adrenaline, but from something else. They locked eyes for longer than either of them felt comfortable doing. Natasha held Max's wrists tight the entire time, painfully pressing them into the wall.

_Look at me_, Natasha seemed to say. _I am your future._

A light knock sounded on the training room door. Then it came again, slightly louder. The sound broke both of the women out of their staring contest and Max turned her head slightly enough to see Steve Rogers leaning up against the door frame.

"I'll be there in a minute," Natasha said, releasing Max. She pushed her hair back with one hand and secured the top half in a small bun.

"Don't worry about it," Steve said to Natasha. He glanced at Max. "Coulson hasn't even gotten here yet. You have time."

Max wanted to run over to Steve and tell him everything that had happened since he left; how she escaped and was caught again, the trainings with SHIELD agents, the midnight talks with Pepper. She thought that he probably already knew about all of it, somehow. Fury might have told him, or Tony even. Max stayed where she was with feet rooted in place on the gym mat, the sting from Natasha's gaze like a weight in the back of her mind.

"You were looking good out there, Max," Steve told her. "You've got a clean roundhouse kick. Where'd you learn that?"

Max shrugged. "Just good at it, I guess."

Steve pressed his lips together as if he was going to say something. There was a strange mix of emotions behind his eyes, as if he was altogether disappointed and slightly proud. Max couldn't decode the reason behind it; whether it was her presence or Natasha's that incited the feelings.

"So what are you guys doing?" Max asked, changing the subject.

"We've got a meeting to go to," Steve said simply.

"Superhero stuff?" There was a hint of disapproval in her tone.

"Superhero stuff," Steve confirmed. "Who told you?"

Max laughed humorlessly. She gestured to his body. "It's not exactly hard to guess, you know. _Captain America_."

"They did say secret identities were always out of the question," Steve said. "I always thought secrets were overrated."

Max's expression darkened. She was suddenly made hyperaware of the wings that lay on her back, stray feathers poking out through the racerback of her tank top. "Yeah, well, sometimes they're a necessary evil."

Jacks approached her, having finished cleaning up their section of the training room. His hand hovered over Max's back. "It's twelve o'clock. Dr. Bahar wants to see you for a checkup."

Max shot him a venomous glare. "Tell Dr. Bahar that he can eat my ass."

Jacks laughed. "For some reason, I can't see him taking that as an insult. Let's go."

Steve raised his eyebrows at Max at the same time she rolled her eyes. "Duty calls?"

"Something like that," Max said in that petulant voice that was wholly teenager. She hesitated by the doorway. "You'll still be in the building when I get back, right?"

"Can't make any promises," Steve said. He noticed her expression and softened slightly. "I'll be here tomorrow. Maybe you can show me more of the roundhouse kick."

Max grinned. "I'll beat you into next week, old man."

"I wouldn't be so sure," Steve said. A light smile settled on his face.

Natasha approached Steve, a bottle of water in her hand. She looked at Max and gave her a firm, silent nod. Max didn't need to hear what Natasha needed to say to her, she already knew.

_Good work._

* * *

**As always, the same rules stand. If you comment over four sentences and it doesn't include the words "please update," you get a sneak peek at the next chapter and it's shaping up to be a really good one. **

**Make sure to check out the new trailer on Youtube at ****/watch?v=FqMlq6aUpZc.**


	7. Phase 7: The New Normal

**I apologize for the long wait. This chapter is slightly shorter, but definitely moves the story along. **

* * *

The thing that Max thought she could never get used to was monotony, but as it turns out, she's pretty good at it. Weeks passed by in a hazy blur of strict regimens and doctors visits. If Max wasn't sleeping, she was training at the gym or having her wings tested or sitting on the couch, slowly eating Tony and Pepper out of house and home. She discovered Netflix for the first time and quickly marathoned everything she could get her hands on. Her favourite show was Bojack Horseman, her favourite movie Funny Face.

Max couldn't tell if they were beginning to worry about her or not. She became so predictable that it was almost as if she was a part of the furniture, but no one dared disturb her. Pepper tried to make Max food every once in awhile, but she found that stocking the fridge with frozen meals worked a little bit better.

She felt like she was floating through her day to day life. Max was kept largely separate from society; the only two places she was allowed to be being SHIELD HQ and the tower. She took to making her room her safe haven, even if she couldn't really tell what she was doing. Her brain felt almost..._fuzzy_. Max would take pieces from around the main floor and stick them in her room like a nest. She felt almost comfortable.

But nowhere was comfortable. Not for very long.

* * *

Tony stared at Max through the window from the living room to the balcony. She was perched on the edge of the railing, eyes closed, facing the sun. He sipped his coffee, observing her with a blank expression on his face.

"She's been like that for five hours now."

Pepper came up from behind him and wrapped one arm around his waist, sneaking his coffee away from him.

"Hmm?" Tony tore his gaze away from Max for a moment to look at Pepper, making a face at the stolen mug.

"I found her when I got up for my run," Pepper replied, sipping on Tony's cup. "She can't be moved."

Tony shrugged nonchalantly. "Well, there's weirder things she could be doing. Like imprinting on Steve or laying eggs."

Pepper shoved the cup of coffee back in Tony's hands with a disgusted look on her face. "You took her into this house, Tony. You should at least give her some modicum of respect."

"Hey!" Tony replied, the coffee sloshing onto his t-shirt. "I'll give her some respect when she stops freaking out everyone who steps into the tower. None of our usual cleaning staff will even step foot in her room. Who knows what's going on in there?"

"Maybe you should ask her," came Max's voice from outside on the balcony.

Pepper and Tony whipped their heads towards Max's completely still form. Tony set his coffee down on the counter and walked towards the sliding door that led to the balcony. He cracked it open.

"How about you come down off of that railing?" Tony leaned on the doorjamb.

Max didn't even open her eyes. "You're going to say that with a coffee stain on your shirt? Go get cleaned up, old man."

Tony narrowed his gaze, glancing from his shirt to Max's blonde hair being ruffled by the breeze. He stepped out onto the balcony, the cold tiles chilling his feet immediately. "What are you even doing out here?"

"What does it look like?" Max asked.

Tony scoffed. "Like you're convening with your master bird in the sky."

"I'm meditating, you dumb shit," Max retorted. Her formerly placid facial expression contorted into a scowl.

"For _five_ hours?" Tony approached her, his hands in his pockets. Pepper watched the entire scene from the kitchen, amused. "You're going to fall down off that railing."

"Really? Me, the girl with wings, is going to plummet to her death off of your tower?" Max laughed. "Highly unlikely."

"Just come inside, get some coffee, and join us for breakfast." Tony grabbed her elbow and lightly pulled her in the direction of the kitchen. "Be civilized-"

His words were cut off with Max's high-pitched scream as she turned and pinned him to the ground. "Don't _touch_ me!" she shrieked. "_Don't touch me_."

Tony saw the strangest spark of something in her eyes. It was almost as if Max reverted to an animalistic state from years ago. She seemed all at once like a child and an unstoppable force of nature. Tony was, for the first time, afraid.

Pepper rushed out onto the balcony in an attempt to break up the scuffle, but she was hesitant to dive in head first with Max's erratic tendencies. "Max?" She asked, her voice raised slightly from her normal register.

The voice broke Max out of her reverie. It was a small moment, but Pepper took advantage of it.

"You want some pancakes or something? I'm sure I could make you something." Pepper's face was perfectly composed, her tone tinged with apprehensive comfort.

"Yeah." Max's muscles relaxed and she sagged slightly, as if she was exhausted. "I'd like that." She released Tony and stood, following Pepper through the sliding doors.

Tony watched them leave. Pepper turned at the last moment to shoot Tony a look. He knew that look very well, she wore it every day.

_You can't fix this, Tony_, it said. _You can't fix something that's already broken._

* * *

Tony had left the building shortly afterwards and Max knew it was because of her. For a guy who was seemingly indestructible, a little girl looked to be his kryptonite. She wondered if he would ever truly become comfortable around her, but she doubted it. She never became comfortable around anyone, so why should he?

Max finished the last of her pancakes, scraping syrup from the bottom of the plate. She felt small again; Pepper had a way of making her feel that way. Max wasn't necessarily a daughter to her, but at times it felt more like they were family than strangers.

"Sorry," Max said through a mouthful of food.

Pepper turned towards her, stopping mid-motion as she put a plate in the dishwasher. "What for?"

"Almost destroying Tony," Max said. "I know how much you like his face."

Pepper laughed. She took Max's plate and rinsed it in the sink, putting it in the dishwasher. "He had it coming. Even I could have guessed you didn't like to be touched."

Max recoiled at her statement. As much as she tried to hide it, they all knew that she was a ticking time-bomb. There wasn't enough oversized sweatshirts and TV show marathons to cover it up.

"Still," Max shrugged. "Sorry."

The apology hung in the air between them. Pepper wasn't sure what to do with it and Max didn't want to have it hanging over her anymore.

"Alright," Pepper shut the dishwasher door. "Apology accepted."

Max nodded and stood. "Do you know where Tony is?"

"He might be down in the fourth floor laboratory," Pepper said. "Don't sneak up on him."

Max smirked. "I'll try my hardest."

* * *

In the fourth floor laboratory, she found what she'd come to deem as the complete opposite of Tony. Jane. The scientist had been here starting a week before Max's arrival and they'd only crossed paths once before. If she had to tell the truth, Jane's existence has completely slipped her mind until now.

"Oh, hello there," Jane said as she looked up from the data she was compiling on one of Tony's many hologram tables. Stars and planets swirled together before Max's very eyes. It distracted her for a moment.

"Uh, yeah, hey," Max replied. "Do you know where Tony is?"

Jane shook her head. "No, can't help you there. I can call him if you like?" She fished her phone out of her back pocket.

"No," Max put her hand up. "Don't bother. He's probably run off to do some genius stuff somewhere."

Jane nodded undecidedly and turned back to her work. She kept an eye on Max as she walked through the room.

"I didn't think you were still here," Max said as she observed all of the tech spread out across the tables.

"We haven't finished observing the stars in this section of the city yet," Jane replied. "It's where the portal opened and I think there might be something to help open it up again."

"Really?" Max turned to look at Jane and her date; the beautiful, sparkling data. "I hear those portals can do anything. You can go to other planets, see other stars. Even turn back time."

There was a longing covered by Max's stilted nonchalance that made Jane look up from what she was working on. Max seemed so terribly sad for a moment after she spoke, but it was quickly covered up by a blank expression. She seemed to be a master at those these days.

"No, they can't do that just yet, Max," Jane said softly.

"Oh," Max paused, contemplating the repercussions of her statement. "Well, it'd still be cool to punch an alien in the face and all that."

Jane chuckled. "Yes. As you do."

"What's this about punching aliens in the face?" A girl with dark hair and a boisterous attitude burst through the lab doors with a Big Gulp in hand.

"Hmm? Nothing." Jane said absentmindedly. "Max, Darcy. Darcy, Max."

"Cool." Darcy waved and spun towards Jane. She held out a similar Big Gulp to the scientist. She spoke in choppy, fast-paced sentences. It was almost like there was a full stop every time Darcy's brain had to figure out what word was coming next. "Here's your drink, boss. Selvig is still held up at the corner store because they didn't have his brand of deodorant and Ian... Ian's lost somewhere. He'll turn up."

Jane looked disappointed but amused nonetheless. She took the Big Gulp from Darcy's hands. "Thanks."

A pocket of Max's jeans vibrated and she pulled out the SHIELD phone she'd been issued as part of her training. She sighed.

"What is it?" Darcy asked as she pulled herself up onto one of the empty counters.

"It's my day off today," Max said. She hated having free time anymore. "Pepper told me to just do... whatever."

A bloated silence filled the space between the three woman. Jane looked from Darcy to Max before coming up with an idea.

"Darcy, why don't you take Max out to that diner on fifth?" Jane suggested as she jotted down a few notes. "She's new to the city and could use your help."

Max nearly asked if she was even allowed to leave the building without a SHIELD escort but kept her mouth shut. It might be good to shake off the handlers for an afternoon.

"Yeah, sure." Darcy hopped down to the floor. "I could go for some fries."

* * *

"There's worse people you could be offloaded on," Darcy said. She grabbed a fry from Max's plate. "I mean, I just want to eat food. You could have been shoved on Jane or Banner and made into a science experiment."

Max raised an eyebrow and Darcy noticed her misstep.

"Sorry," She cleared her throat.

"Happens all the time," Max replied.

Darcy pointed at Max with a fry. "You know, I like you. You're cool."

"Okay?" Max shrugged.

"If I think you're cool, you're cool," Darcy said with a surprising amount of conviction.

"Glad to be finally validated," Max said dryly. She flipped through the menu, deciding on ordering something a bit more satisfying than a plate of fries. Max flagged down a waitress.

"What can I get you?" the waitress asked.

"A number twelve," Max said simply as she looked over the menu. "And a coffee, too."

"That's a party platter. It serves four to five people," the waitress said with an apprehensive expression.

"Oh good. I'm glad you can read the menu," Max shot back.

The waitress turned to leave, taking Max and Darcy's menus with her. Darcy lightly slapped Max's hand. It startled her and she grabbed Darcy's wrist and pressed it into the table top.

"Woah, trigger happy," Darcy said. "Slow your roll there."

"You touched me," Max said. "Which Tony should have told you is always a bad idea."

"And you were disrespecting the wait staff, which is my number one on my "would not date" list right above intergalactic manslaughter," Darcy retorted. "You're not in some rough and tough SHIELD facility anymore. A please and thank you wouldn't kill you every once and awhile. Hey, it might even make someone's day."

Max looked at her surroundings with sudden uncertainty. The diner was filled with New Yorkers. There were families, lovers, businessmen, and old couples. It was the type of place the Flock usually picked to get a quick snack on the road, except Max's situation was completely different now. She wasn't being hunted, she might even go so far as to say that she was relatively safe. Safety wasn't a state that she was used to.

Max released Darcy's wrist reluctantly. "Alright."

"And party platters?" Darcy asked incredulously. "Seriously?"

Max shrugged. "I'm hungry. You can have some too, if you want."

Darcy shook her head. "I don't know what I'm going to do with you."

She truly didn't. When Max's order came, she ate every single mini burger and party sandwich that was put in front of her with barely a word. From what Darcy had heard of Max's stay in the hospital, this was especially astonishing.

"Are you somehow part cow as well?" Darcy stared at Max with open curiosity.

"I don't have extra stomachs if that's what you mean," Max smiled. "Just an interesting metabolism."

"Wow," Darcy said. "Give me some of that."

Max opened her mouth to answer when the bell above the door clinked lightly, indicating that someone had entered the diner. She turned to look, but no one was there. By the time Max had returned to face Darcy, she heard a click that awakened a base instinct she hadn't had to use for a long time.

_Detonator_.

"Get down!" Max yelled. She threw herself across the table and dragged Darcy down to the floor.

The blast rocketed through the diner with a crash. The seat where Darcy had been in a few moments before flew over their heads and smacked against the window. In the scuffle, Max had pushed the table to block most of the blast, but despite Max's body shielding Darcy's, both girls were flung to the ground. Max's ears began to ring.

"Max," Darcy said as she slowly rose from the floor. She reached for Max's hair, which was darkened with blood along the scalp.

The ringing wouldn't stop. It just kept going and going and going. In the split-seconds of clarity between the hellish noise she could hear her name being called. Nudge would say it, then Gazzy, Iggy, Angel, Fang.

_Max, Max, Max, Max..._

"Max!" Darcy said more forcefully. She pulled Max up into a sitting position.

Max's head swam with images of the dead, but Darcy's hand helped to ground her, even if she couldn't tell what parts of the attack were reality or just her imagination.

_Why can't I get up?_ Max thought to herself. _Get up!_

Darcy shook Max's shoulder again but got no response. She reached for her phone in her pocket and frantically dialed one on speed dial.

The other line picked up. "Darcy?"

She nearly wept with joy. "Jane? Something's happened at the diner. A bomb went off and Max- something's happened to Max. She won't get up and there's- there's so much blood in her hair and I-" Darcy's voice caught in her throat. "I don't know what to do."

"Okay, stay where you are," Jane said on the other line.

Max could vaguely hear Jane's voice from Darcy's phone. It seemed far off, like another world that she didn't belong to. Darcy tried to muffle her sobs, but it was becoming difficult.

Max touched her forehead where a small cut had already begun to heal. Her ears were ringing and her vision was swimming so much that she nearly missed the figure in black entering the diner through the hole left by the bomb.

The heavy boots seemed familiar to her. She raised her head slightly to see their face and for a moment she swore the bomber had the muzzle of a wolf, but in the blink of an eye it was gone. He was just a man. Max was slightly relieved that Erasers hadn't found her yet. For all they knew, Maximum Ride was dead.

The man reached for a weapon strapped to his thigh and another base instinct in Max overrode her paralyzing fear. _Protect them. _

_Oh no you don't,_ Max thought.

She darted out from her spot from behind the table and latched onto his legs, pulling him down to the ground. He was larger than she was, but that had never been a problem before. He struggled, but she managed to pin his arms away from the gun. As they grappled on the debris-strewn floor of the diner, the bomber flipped his weight to overpower her, but Max slipped through his arms like water and tried to grab his gun.

He lashed out with his feet and kicked her in the stomach, hard. All of the air was forced out of Max's lungs and she tried to stop the next hit but could barely block her face in time to avoid his fist. She rolled away and tried to recover herself just as he came in for the final attack. Max stared in horror as he opened his mouth.

The bomber's mouth was lined with rows and rows of glittering teeth filed to be razor sharp, like a shark's. He snarled, the pink of his lips curling back.

Max ducked as the man launched himself at her. She dived low like she'd seen Natasha do before in training and grabbed the gun from the man's holster. With shaky legs, Max stood up, pointing the gun directly at the man's back.

"Why are you here?" Max said.

The man turned around slowly, a grin on his terrifying face. A sound bubbled up from his throat that sounded like the approximation of a laugh.

"Who are you?" Max asked. She cocked the gun to make sure he knew she meant business.

The man only continued to laugh even louder. The sound filled the diner and echoed off of the walls.

"_Who are you_?" Max screeched. Her emotions had betrayed her yet again as she kept seeing the faces of her family, of the whitecoats, of Erasers, in place of the man's gaping maw.

His voice sounded like sandpaper against silk. "You won't do it."

Max leveled the gun at the man's head. "Oh yeah? Try me."

"That's not what I mean," the man said. His eyes bored into Max's skull with a hypnotic curiosity. "Your time is running out."

The question caught Max off guard and she loosened her grip on the gun for a moment only to tighten it again. "Who are you?"

The man didn't answer, but turned towards the broken shards of the door and fled. Max fired the gun twice after him, but none of the bullets hit their mark. She suddenly felt weak and sank to her knees, the gun clattering to the floor. Moments passed and Max couldn't tell if they were hours or simply minutes.

A hand fell on her shoulder and she looked to see Darcy, her face marred by a light splattering of blood.

"He was..." Max began.

"What?" Darcy asked. "What was he?"

Max was too exhausted to explain. Maybe it was all in her head. The sharp, glittering teeth. The thick, rancid smell of his breath. Like rotting meat. Like flesh.

"Let's go home, Max," Darcy said.

Max nodded distractedly and let Darcy help her up and lead her out of the diner. The man's words filled all of the space in her head, leaving little room for thinking.

_Your time is running out_, he had said. But what time was that?

* * *

**As always, the same rules stand. If your review has over four sentences and it doesn't include the words "please update," you get a sneak peek at the next chapter which will (not even a spoiler alert, I'm just excited) include a drunk pizza night with the Avengers. And I mean _all_ of them.**

**Make sure to check out the new trailer on Youtube at ****/watch?v=FqMlq6aUpZc.**


	8. Phase 8: The Shadow

"Let's watch Pretty Woman."

Darcy took the TV remote from Max's hands and began flipping channels. She said she was on a break from being Jane's lab assistant, but it seemed to Max that Darcy was always on a break. They had a bowl of potato chips between them, but it was nearly gone.

"I've never seen it," Max shrugged. "What's it about?"

Darcy gasped. "You've never seen it? It's a masterpiece of the late 80s with, like, Julia Roberts and Richard Gere and she's a prostitute with a heart of gold and he's this super rich guy that hires her to be his girlfriend; there's a makeover scene and a fighting scene and generally, it's hailed as the best film of our time."

"What time is that again?" Max asked, grabbing a handful of chips.

"The time where a girl's sugar daddy might just end up marrying her," Darcy replied.

"Hard pass," Max said sarcastically.

"Well, it's not my fault you've barely seen anything," Darcy said. "What do you want to watch?"

Max scanned the guide on the TV and something caught her eye. She let the remote hover over the movie title: _The Avengers_. "What's this one?"

"Oh, a movie about those superhero guys. You know, Thor, Tony, and that crew of SHIELD lackeys?" Darcy seemed to grow bored. "It did really well in the box office, but it's completely watered down. Thor said the guy they got to play him doesn't have the right shoulders or something."

"We're watching this," Max said with determination.

"Okay..." Darcy drew the word out until it was several syllables long. "Prepare for three hours of back story."

As Darcy soon fell asleep on the couch, Max watched the movie with rapt attention. She might hate superheroes, but she needed to find out everything she could about the people she'd been stuck with, even if it wasn't pretty.

Especially if it wasn't pretty.

* * *

"You need some new clothes," Pepper said as she set her mug of coffee down on the kitchen table with the faintest of clicks.

"No I don't," Max replied, her mouth stuffed with an entire piece of toast.

"Sorry, but I'd like my yoga pants back sometime in the near future," Pepper glanced down at what Max was wearing. "And I don't think just wearing the same ACDC t-shirt of Tony's is wise. What about when you need to wash it?"

Max shrugged. "I turn it inside out."

Pepper rolled her eyes. "We're going to Nordstrom today to pick out some nice clothes for you so you don't look like you're constantly on your way to zumba class."

"Why can't an agent just go grab some stuff? I'm not picky." Max put butter and jam on the next piece of toast with a heavy hand. "And what's zumba?"

Pepper pursed her lips together. She was either done putting up with Max's unwillingness to go and socialize or holding back a smile. "I'm lending you something presentable and we're going to go shopping."

Max opened her mouth to object again, but she closed it nearly as quickly. Pepper had that effect on her occasionally; Max was so used to being in charge that someone not taking no for an answer and simply plowing forward wasn't exactly new, just startling. Pepper is the one in charge now, Max merely a beta.

And that is how Max found herself in a pair of expensive jeans tailored impeccably for someone who was for sure not the same measurements as her and a button down shirt that smelled of jasmine.

She hated it.

"Hold this," Pepper said as she considered different cardigans from a colourful rack deep in the department store. She handed off a soft green sweater to Max. "And tell me if you see anything you like."

Max shrugged. Her hands were full of different outfits Pepper had chosen for her. "I'm not exactly into fashion. Clothes were always picked out for me."

"You've never seen something and wanted to wear it?" Pepper asked. She checked the size of a top and held it up to Max for comparison.

"Not really," Max replied. "We always took what we could get."

"We?" Pepper raised an eyebrow.

Max bit her lip at the transgression. "The royal we."

Now Pepper laughed. She seemed much less stressed here, doing a simple task like picking out clothes, than she ever did around the apartment. "Okay, your Highness. Let's get you into something that wasn't made before you were born."

Max rolled her eyes. "Alright. If you say so."

They walked towards the changing room nearby and a salesperson unlocked one for her. There weren't mountains of clothes, per say, but it was definitely enough for a full wardrobe. T-shirts and jeans a plenty, with new workout gear and a few skirts and dresses thrown in. She wasn't one for the tight suede skirt that seemed to be Pepper's favourite, but the circle skirts were nice. Max could fight in those easily.

"What do you think?" Max came out in the green sweater from earlier and a pair of black jeans with a slit across the knee. Tony's old boots were still on her feet; she wouldn't part with them.

Pepper's face lit up with a smile and she clasped her hands together. "Perfect. You look amazing. Does it all feel okay?"

Max furrowed her eyebrows and pulled at the ends of the sweater. "Yeah, I guess. It's not itchy, which is nice. I'm used to sweaters being itchy."

"It's cashmere," Pepper answered. "Go try on one of the skirts with the black t-shirt. You liked that one, if I remember correctly."

"As you wish." Max closed the door of the dressing room behind her and made a beeline for the black graphic tee hanging by the mirror, but as she was about to take it off of the hanger, she froze.

In the mirror, behind her, was the man from the diner.

The hanger clattered to the ground, bouncing off of the toe of her boots.

"Max, you alright?" Pepper called from outside the dressing room.

Max swivelled around and saw that there was in fact, nothing behind her, but when she turned to the mirror, he was there again. Slowly, he brought his finger to his lips and grinned, shark teeth on display.

_Quiet_, he mouthed to her.

"Y-yeah!" Max called to Pepper. Her eyes were glued on the shark's reflection. "I'll be right out!"

He was mesmerizing, even though he shouldn't have been. There was something about him that drew her in and didn't want to let her go. He dropped his finger from his lips and stepped forwards, putting a hand on Max's shoulder.

She gasped quietly and turned around again, finding no one there once more. _But I can feel it_, she wanted to shout. _What are you?_

The man simply grinned and then, slowly began to move his mouth again. This time, she heard it, even if it was only in her mind.

_They know_. He stared directly at her, the terrifying grin dropping from his face. _And they won't be patient this time_.

He disappeared as quickly as he'd come, leaving Max weak in the knees. She dropped to the floor and grabbed at the t-shirt, pulling it on in a daze.

"You ready to show me what it looks like?" Pepper asked from outside the dressing room.

Max couldn't look in the mirror anymore, she didn't trust her own eyes. Her hands were shaking and she paused for a moment, gripping the hanger from the shirt with enough force that it creaked with the strain.

She was better than this. She knew it.

"Yeah, I'm coming," Max called back to Pepper. She exited the dressing room, her face blank.

"Do you like it?" Pepper asked. She was prodding Max for her opinion on any of the clothes.

Max shrugged. "They're alright."

Pepper pursed her lips. "Well, is there anything at all that jumps out at you?"

Max opened her mouth to say no, but paused when she spotted something behind Pepper's back. The mannequin was dressed in a bright, fluffy skirt, but it was the top that interested her. Draped over the shoulders was a black leather jacket with studs along the shoulders. It looked sturdy, strong; a relic of what Max used to be.

"That." She pointed at the jacket. "I want that."

* * *

Max entered the main living floor of the tower and slung her bag across the kitchen table. She stretched, her muscles sore from the training that morning and picked up a sweatshirt she had left sitting on the chair after she and Pepper went shopping the day before. She pulled it over her head, oblivious to the unusual silence in the room.

Someone cleared their throat.

Max whipped her head up to see Tony, Steve, Natasha, and a few other people sitting in a circle in the living room. They'd moved the couches to the side and arranged themselves amongst a heap of pillows. There were snacks scattered in bowls between them, along with several bottles of expensive-looking alcohol. Natasha held the neck of a Russian vodka bottle and lazily raised it to her lips. She drank it like water.

"Uh, hello?" Max asked, caught like a deer in the headlights. "Is this an intervention?"

The participants in whatever meeting was happening were in various stages of undress. Steve still had on most of his clothes, save for his button-down shirt and a sock. Tony, meanwhile, was nearly naked and looked like he was beginning to shiver in the cold. Two other men Max didn't know, one with dark hair and the other with fairly light blonde locks, were in boxers and t-shirts. A hulking figure with long blonde hair was just in a tank-top. Natasha was fully clothed.

"Not exactly," Tony said uneasily. "More like...

"Strip truth or dare," Natasha explained. She took another drink. "I'm winning."

Max raised an eyebrow. "I can see that. Nice digs, Steve. I can see you're taking your time."

Steve shot her a pointed look. "Individual socks count. They completely do."

"No, that's call being a prude," Tony shot back.

"I was in the army during World War II. That's about as far from being a prude as possible," Steve said.

"Well," Max drew out the word. "I'm going to go not be crazy in my room." She began walking away.

"Your room?" The dark-haired main bunched his eyebrows together.

"No, wait, meet the gang." Tony attempted to grab her leg as she went past, but he was rather drunk and fell over.

"Fine." Max crossed her arms. "Who's the gang?"

"That's Banner, Thor, and Clint." Tony pointed to them in turn. He twisted around to point at Max. "This is Max, guys."

Max stared at them with wide eyes when she realized who was sitting on her living room floor. The goddamn Avengers were having a grand old time drinking their livers away on this fine Wednesday. She tried to contain her warring emotions of admiration and pure hatred.

"And Max is...?" Clint grabbed the vodka from Natasha. She flicked her chin at him. They had a soft sort of camaraderie.

"Leaving." Max replied.

"No, no, no," Tony managed to wave her back over, careful to avoid touching her leg like he had tried to earlier. "Max lives with us now. Mutant. Adopted. Or not. Are you adopted? Can't remember. Pepper probably signed the paperwork."

"You _adopted_ a mutant?" Clint nearly spit out his vodka. "You can barely take care of yourself, let alone another half-human being."

"He didn't adopt me," Max narrowed her eyes at him. "I'm just his newest freeloader."

"Nice to meet you, Max," Banner held out his hand for her to shake. She stared at it for a few moments until he dropped his hand. "What brings you to the Avengers?"

"Is that what you guys are?" Max gestured to the entire group, trying to downplay her knowledge of their intense battles in New York City. She swore underneath her breath. "Great, don't destroy the tower."

"Come play with us," Natasha said it so softly that Max wasn't sure she had even heard her. There was a dangerous glint in her eye. "Who knows? You might even win."

Max glanced down at Tony for a second, considering the offer. She would go to her room and do what she did every night, which was a grand total of nothing, or she could watch the equivalent of an uncle slur his words and drop some national secrets. The latter won out.

"Alright," Max said, dropping down next to Thor.

The group let out a cheer, all of them clearly inebriated with the exception of Steve and Natasha. Max looked up at Thor's hulking frame, the only person she'd ever met to dwarf her even while sitting down.

"Would you like a drink?" Thor held out an empty cup.

"Uh, sure," Max said. "What's there to have?"

"No, no, no," Tony said with an outstretched finger. He wagged it in Max's face. "The underage girl is not drinking."

Max pushed Tony back into the spot on the floor he'd claimed and grabbed the bottle of vodka from Natasha. "The underage girl has the metabolism of a nuclear warhead."

Natasha raised an eyebrow but said nothing, even when Clint nudged her and made a pass at taking the bottle back from Max. She was a strong believer in people proving themselves, whether it's needed or not.

"I don't think that's such a good idea," Steve said. "That stuff's strong."

Max stuck her tongue out at him. "So am I, Spanglepants." She uncapped the bottle and raised it to her lips, downing a good three shots before having to pull the bottle away.

_Holy shit_, Max thought in her head. She couldn't breath, she could barely think. Natasha took the bottle back, cackling.

"Good job," she said with a smile. Tasha patted Max on the back as she clutched at her throat. "Those guys don't even last a sip."

Max coughed, unable to respond. Thor handed her a bottle of soda they were using as a mixer. She decided she liked him the best in this moment.

"That was cruel, Tash," Bruce told her. Natasha said nothing.

"I thought it tasted fine," Max said. Her voice was raspy and high-pitched in places.

"Well, at least we know she can handle her alcohol," Barton said. He flipped a coin in the air. "Truth or dare, Max?"

As it turns out, Max was _not_ good at handling her alcohol. She was rolling around on the floor no more than fifteen minutes later, completely smashed.

"Interesting," Banner said as he watched Max try to brain Thor's hair. "It seems like her genetically altered metabolism actually makes her drunker faster than any of us."

"Maximum, I believe you're pulling my hair out," Thor said. He reached up, trying to push Max's hands away.

"Shhhh," she replied. Max smushed one hand against Thor's face, determined to finish the braid. "Your hair is _so_ tangled, He-Man. So, so, so, so tangled."

"Did she just call him He-Man?" Clint narrowed his eyes at Max.

"She is her adopter's adoptee, after all," Tony said. He was slightly more sober than Max at this point. Pretzels were miracle workers.

"Okay Max," Steve stood up and pulled Max off of Thor. She let out a high pitched squeal as he slung her over his shoulder like a sack of potatoes.

"Lemme down!" Max told him. She hiccuped. "This isn't very polite of you, Sneve- Steteve...Seve."

"Yeah, yeah." He sat back down and put her next to him. "Behave now, alright?"

Max nodded. "Mhmm..." She flopped over so her head was on his knee, her spine like jelly. "So I saw the guy today."

"What guy?" Steve asked.

"Do you have a boyfriend I should know about?" Tony said.

"Gross! No, _the guy_," Max repeated for emphasis. "He was scary, so scary. Just like in the diner."

Natasha leaned forwards. "Max, did you see the bomber from last month? From when you were with Darcy?"

Max nodded. "He's got sharks- I mean, he's a- he's a shark. He's got a shark..." Max gestured to her teeth. "Shark stuff. Smells gross."

"What are you talking-?" Tony started to say.

Natasha shushed him quickly and kept her eyes locked on Max. "What did you see, Max?"

Max giggled and reached out for Natasha's hair. "So pretty. Like blood."

"Focus, Max," said Natasha.

Mex recoiled, her neck pressed against Steve's leg. "Nothing, I didn't see anything. Nothing was there," she rambled. "I turned around but he wasn't there, like not at all. I saw him and he was gone. So gone. I wanted to ask him more questions. He was so scary, you know? All chomp, chomp, chomp." She made a gesture with her mouth. "But they know now. They know."

Everyone in the circle hand abandoned the party sensibilities now. Max was an unknown entity and for once, she was actually telling them something of note.

"Who does?" Steve asked. He propped Max up with his hands.

"They know now about what happened," Max said. She slurred her words considerably. "I didn't want to tell them, but I had to. I had to tell them about what they made me do, but now they know and I don't know who told, but it must've been someone. Someone told. Someone knew."

"What? What is it?" Natasha asked. She felt so close to the answer to Max's origins. Fury had assigned her to mine Max for information. "What do they know?"

Max scrunched up her entire face like a petulant toddler. She was about to open her mouth when the door swung open and Pepper entered, catching a glance at what was happening.

"What is going on here?" Pepper asked, her expression transforming from friendly to all-business. She crouched down to where Max was and smelled alcohol. "You got her drunk? She has training tomorrow morning!"

"Mom!" Max shouted, throwing her arms around Pepper's neck. "I missed you."

"We were just playing a game. We didn't know she had the alcohol tolerance of a small terrier," Tony explained.

Pepper stood with Max still clinging to her. "I'll deal with all of you later."

"Mom, mom, mom," Max said as Pepper carried her to bed. "I had so much _fun_. I wish Ella could have been there."

Pepper had begun to realize that Max thought she was someone else and it wasn't just a slip of the tongue. She didn't want to prod into Max's life and filed the name away for later. "Me too, Max."

"But everyone else is gone and that sucks," Max murmured into her pillow. "And it sucks 'cos it's my fault."

"Hmm?" Pepper asked. She pulled the sheets over Max.

"Cos I'm the reason they're dead."

* * *

**I hope you all are well.**


	9. Phase 9: The Hoax

Max woke up the next morning to a small jackhammer digging into her brain; or at least that's what it felt like. Every movement hurt. She couldn't even remember anything past when she chugged the vodka. A thought shot through her: _What if she drank the entire bottle_?

_No way_, Max thought. _I'm not usually that stupid._

She attempted to sit up and groaned at the effort. Life was hard.

"Need assistance, Maximum?" A voice came from the heavens.

"God?" Max asked, her voice thin.

"It is JARVIS," JARVIS replied.

"Oh, yeah, weird robot thing," Max said.

"I'd prefer it if you called me by my name, Maximum," JARVIS countered.

Max finally sat up and swung her legs off of the side of her bed. "And I'd prefer not to feel like death decided it was a sixteen year old mutant girl, but we can't always have what we want."

"Ms Potts and Mr Stark are in the kitchen," JARVIS said.

"Thanks, J," MAx said with a wave of her hand. Her entire body felt like it was on fire. "You're a babe."

She didn't hear a reply, so she assumed he went off to help someone else in the tower. It was strange to have an omniscient voice watching over you at all times to say the least, but he was damn helpful whenever he needed to be.

Max pulled on a t-shirt and brushed her hair. She decided to leave the teeth brushing until after breakfast, sure that any taste right now would make her hurl. As she approached the kitchen she hear Tony and Pepper discussing something in hushed tones and paused to listen.

"She said it was a _shark_," Tony said. "We need to get her to explain it to Fury. They handed that case off to the FBI, but what if it actually is under SHIELD's jurisdiction?"

"Since when have you cared about helping them?" Pepper asked. "Something was obviously going on with her last night. Something other than all of the adults she knows and trusts getting her ridiculously drunk. I should tell Fury to draw you up on child endangerment charges."

"She only trusts _you_, Pep," Tony said. "She even called you mom."

Pepper paused. "Yeah, well, that was different. She thought I was someone else." Max could hear the clink of coffee mugs. "Natasha said she looked at the security camera footage from the attack and there was nothing. He was just a normal lunatic as opposed to a mutant one."

"I think Max was onto something!" Tony pressed the issue.

"You think everyone is onto something!" Pepper said. "If she thought she saw this guy, this _shark_, around town and at the diner, it could mean something worse."

The room grew silent.

"What kind of worse are you thinking of?" Tony asked. "PTSD?"

"Or hallucinations," Pepper said. "I think she needs to go in for a psych eval."

"Don't do that to her, Pepper," Tony said. "You were the one who said to treat her with warm fuzzies. Don't force the girl into a cold room with a doctor."

"Fine," Pepper said. "What do you suggest?"

"Have Cap talk to her," Tony said. "He's got a soft spot for her. They seem to get on well."

Pepper snorted. "He's at least seventy years her senior."

"So you have nothing to worry about." Tony put some dishes in the sink.

Max sunk down to the floor and pulled her knees to her chest. Did she really reveal all of that last night? Did she even call Pepper _mom_? This was worse than the hangover. The people she lived with thought she was crazy, and not even the good kind. Max only hoped that they were wrong, but she had a sneaking suspicion: it really could all be in her head.

* * *

"So how's life, Max?"

Steve was clad in a nicely pressed wool coat, a scarf wrapped around his neck three times. She doubted he got cold anymore after the super soldier serum experiment; anything would pale in comparison to being frozen in ice for decades on end. The weather in New York wasn't the greatest, but when was it ever? Dark clouds hung over the city, the trees bare of leaves.

She turned to him, hands in her pockets. "Just peachy keen. Woke up with my first ever hangover courtesy of fucking _superheroes_, thank you very much."

Steve laughed. "I haven't gotten one of those in a while. How do you feel?"

"I hate that question," Max muttered.

"Sorry?" Steve cupped his hand over his ear.

"I mean, I'm great," Max flashed a quick smile. "Like I said. Peachy."

Wind whipped through her hair, plastering a section of it across her eyes. She battled with it for a few moments before Steve reached over and tucked it behind her ear.

"Thanks," Max grumbled. She stamped her feet against the ground. "Can we not be outside right now?"

"Why not?" He was so joyful, like a Boy Scout or something. "Fresh air is great."

"I'm freezing my ass off here, Steve, and while my pounding headache has pretty much resolved itself, it could rear its ugly head any moment now." Max pointed to a nearby cafe. "Let's go there."

"You buying?" Steve asked. They headed towards the cafe.

"Ha, yeah, sure." Max opened the door for him. "With all of the money I get from my indentured servitude."

"You could negotiate some pay with Fury, but then your training wouldn't exactly be free anymore," Steve pointed out. They approached the counter. "Two hot chocolates please."

"Hey! I should get a coffee," Max said.

"No, you're not allowed to get coffee," Steve said. "You'll bounce off the walls."

Max rolled her eyes and shoved her hands deeper into her pockets. "I guess."

"What was that?" Steve asked.

Max sighed. "I said I guess."

"There you go." Steve handed the cashier money and they chose a table to sit at close to the window so Steve could still look at his beloved nature.

"Ugh, I hate the cold," she said, warming her hands over the top of the radiator. "It's like God is punishing us for owning too much thin clothing."

"Or telling you to appreciate the summer," Steve said. He blew on the steam coming off of the hot chocolate.

"So," Max took a sip of her drink. "What's the occasion?"

"No occasion," Steve said. "Can't we talk like normal people?"

Max shook her head. "We are both the complete opposite of normal."

"You looked like you needed some time away from the tower," he replied.

She snorted. "Yeah, sure, whatever. Don't act like Tony and Pepper didn't ask you to do this."

"They didn't-" Steve paused.

"You think I'm crazy," she said.

"No, I don't," Steve said.

"Don't fuck with me, Red White and Blue." Max put her hands flat on the table. "I'm not putting up with this bullshit."

Steve sighed. He rubbed his temples. "They're worried about you. Last night you were rambling on about so much and none of it made sense. Max, what happened in that diner? Darcy didn't see anything. She's your best friend; please, if you won't tell me, tell her."

Max bit her lip and leaned back in her chair. "He wasn't human, alright? He was like me, but different. Not part bird. Shark."

Steve's back went ramrod straight. "Are you sure that's what you saw?"

"No, I was hopped up on LSD and seeing rainbows where they shouldn't be," Max said sarcastically, vitriol seeping into her voice. "Yes, of course it's what I saw. I wouldn't want to make myself seem any more loony than I already am on _purpose_."

"Max, that's not what was on the surveillance tapes," Steve said. "This is serious. I'm going to have to tell Fury."

"No you won't," Max said. "Show me those tapes."

"Max-"

"Don't treat me like a child, Steve. Your name is literally Mr Fucking Rogers." She crossed her arms over her chest.

"What? That makes no- Never mind." Steve held his hand out. "If you want to see them, I can arrange that, but you should talk to someone afterwards."

"It's just a tape," Max said. "Not a life-altering surgery. I've already had one of those."

"Alright," Steve said. He raised his eyebrows for a split second, but the reaction still registered with Max and he could tell. "Let's go to HQ."

* * *

"Are you sure you want to see this?" Steve asked. He looked at Max with a doubtful expression. "You don't have to."

Max held fast. Her voice sounded small to her. "You all think I'm crazy. Play the tape."

Steve put his hand on her shoulder and leaned in towards her. "Max, we don't think-"

"I said-" Max took Steve's hand off of her shoulder. She didn't look at him. "_-play the tape._"

Steve clenched his jaw, but nodded at the technician anyway. The big screen flickered to life and the diner, moments before the explosion came into view.

_Boom_.

Max flinched. She grabbed Steve's hand out of instinct. The diner attack was the first big scare she'd had since fleeing Itex's last facility months ago and it had all happened when she'd begun to think that things had become normal. She could never go back to that safe space again; another betrayal by the universe would send her spiralling. She would have to live out the rest of her life forever on her toes. The thought terrified her. Steve squeezed her hand reassuringly.

The man stepped into view and, just like Steve had said, his face was normal. When he opened his mouth to look at Max on camera, his teeth were perfectly fine. No gaping shark maw like she had seen before.

"No," Max muttered. "No, no, no, that can't be right."

"Max," Steve began.

She rushed the tech booth and slammed her hands on the screen, shouting. "_That can't be right_!"

Steve approached her cautiously and pulled her away from the screens. She struggled and managed to jerk one of her arms free.

"Max, Max," Steve said. He attempted to contain her thrashing. "Max, calm down. You can't sort anything out if you don't calm down."

"But that's not what I saw!" Max struck his shoulders.

"And why is seeing something different so important?" Steve asked.

"Because if I was wrong, they're going to lock me up again." Max's voice was forceful but not quiet

. She paused and realized that fighting against Steve was useless; he was stronger than she was. "There's something wrong with me, isn't there?"

"We're going to figure this out-" Steve tried to stay comforting.

"I asked you a question," Max interrupted him. She stared at him point-blank.

"Nothing that can't be fixed," Steve said.

Max shook him off. He didn't resist this time. "I'm tired of people trying to fix me. I've been broken for a pretty long time; long before SHIELD managed to capture me."

Steve opened his mouth to reply, but an agent opened the door to the viewing room.

"Maximum Ride?" they asked.

She turned to face them. "Yes?"

"You're needed in Containment Area Three," the agent said.

"What?" She asked.

"That's where they keep injured mutants," Steve said, confused.

Max walked towards the door, grabbing Steve's arm as she went. "Let's go."

* * *

They reached the room in minutes. Director Fury was pacing next to the door. He perked up when Max approached.

"What's the deal, Fury?" she asked.

"We have a mutant on our hands," Fury said. "Injured. Unknown species."

"And?" she waited for an explanation.

"They seem to know who you are," he replied. "When medical personnel was checking them over all they said was your name."

A spark ignited in Max's brain. Maybe one of the Flock managed to escape that fire, despite the damning evidence her own eyes had given her. But if the past few weeks were any indication, her own eyes weren't that reliable in the first place.

"Let me through." She pushed past Fury to the door. He shouted after her, but she was already inside.

The room was stark white, the only thing in it a hospital bed that matched the colour scheme of the room. Equipment beeped softly. On the bed was a mutant with skin blue like the ocean. Small spikes covered their head like a sea urchin. Max could see scales dusting their arms. She recognized the species of mutant from when she was last in New York City and the Flock set the mutants from the Itex facility free.

She almost cried in disappointment.

"You..." the mutant said. Their voice was thin and strained from pain. Max walked closer. "You're really alive."

She nodded and gulped. "Yep, in the flesh."

"And the others?" They asked.

Max looked down at the floor. "Gone. All of them."

"Oh." The mutant sighed and glanced at the ceiling. "I'm sorry."

"Yeah." Max approached their bedside. "Me too. How did you get here?"

The mutant was silent. "Got caught again. Escaped. The usual."

She snorted. "I feel that."

The mutant laughed with her, but it evolved into coughing. Blood spurted up from their lips and they tried to cover it, but it coated their hands.

"I need to tell you something."

"I'm listening," Max said.

Without warning the mutant pulled Max in with bloodstained hands. Her hair became streaked with red instantly and despite her better judgement, she shuddered. The hot breath on her ear was uncomfortable, but it seemed as if they were trying to say something.

"It's starting again."

Immediately, the mutant dropped their grasp on Max and began retching, blood pooling underneath them and coating their blue skin until it was tinged a sickly purple.

"What do you mean?" Max asked. She attempted to keep her voice level.

The mutant began convulsing; foamed flecks bubbling from the corners of their mouth. They turned their wide eyes towards Max in a plea for death or possible salvation, Max guessed the former was what was coming sooner, but she didn't want to dwell on it. She wanted out of that room.

"It's starting again!" The mutant shouted with all of their might.

Max was pushed to the side as medical personnel rushed in to tend to the mutant's wounds, but it was too late. They were dying and there was nothing any medical miracle, even one like Max, could do to save them.

"They're back!" they shrieked. Their body convulsed one more time before finally calming. Max could practically see the life go out in their eyes. Before the mutant's heart stopped beating, they used their last breath to whisper a message.

"_They're back_."

* * *

**The usual review challenge applies and the sneak peek for next chapter is definitely a good one. I hope you have a great day!**


	10. Phase 10: The Nightmare

_They're back_.

Max backed away from the mutant's body quickly. Her hair and sweater were streaked bright red with blood. Nurses and doctors ran into the room and attempted to stem the blood flowing from the mutant's mouth, but they were dead before anything could be done.

_It's starting again_.

The words reverberated around Max's skull, getting louder and louder until she was clutching her temples, screaming. She breathed with difficulty and stood. her hand on the wall for support. With a final glance at the dead body of the mutant, she ran from the room.

"Max!" Steve called out after her. He reached for her arm.

"I have to leave," Max said, her voice frantic. "I can't stay here. I have to leave."

"What is going on?" He asked. Steve looked so sincere and wonderful, like he would fight anything that came his way, but this wasn't something he could do.

"I have to _leave_," Max shook off his hand. She walked down the hallway as fast as she could without breaking into a jog.

"Max-" Steve grapped her shoulder.

She turned around, her eyes blazing with anger. "You don't get it, Steve. They're going to kill everyone. I have to leave. I have to stop them."

"Who? Who is doing this?" He asked.

"We're all going to die," Max said. The colour drained from her face. "They're going to kill everyone."

"You keep saying that, but you're not making any sense." He stared her directly in the eye, his hands on her shoulders. "Who is going to kill everyone?"

"_They're going to kill everyone_!" Max shrieked. "Dead. Gone. Like the mutant in there. That's what they do."

Steve attempted to get more information out of her, but Fury approached from the room the mutant was being held in. Max turned to him, like a startled woodland animal.

"Maximum," Fury said. His voice always had such gravity to it. She hadn't spoken to him in a few weeks, but the sound grounded her. "It's time you tell us what is going on."

Max's heart rate began to slow. She nodded. "It's your funeral, Fury."

He grunted. "Let's go."

Steve was left in the middle of the hallway, alone with blood staining his fingertips and questions on his mind.

* * *

"You've come a long way since the last time you were here," Fury said.

He'd taken her to the interrogation room they'd stuck her in the last time she'd escaped. Max wondered for a second why she hadn't tried to do so again, but then she realized that she'd become complacent in her new life. Like a fat, old cat.

"How would you know?" Max asked. "You don't call, you don't write. Do you even love me anymore?"

"There it is," Fury said. "Now if you could cut that crap and tell me what we're dealing with, that'd be great, Max."

"You're dealing with the devil," Max said. "Once they figure out you took something of theirs, they'll come after you with all they have."

"Why didn't they come for you?" Fury asked.

"They thought I was dead," Max said. She took in a shaky breath. "It's name is Itex. They're a research institute that is trying to cover up their real operation: mutant manufacturing."

Fury's expression didn't change. "They created you? You didn't have the X-Gene?"

"Yeah. I'm a true blue test tube baby," Max laughed humorlessly. "2% Avian, 98% human, if you want to get really technical. I was born in a lab. They kept us in dog crates until we got too big for them, which they didn't really care about. We were poked and prodded every day; I have more than my fair share of scars to show you. I don't know what they were looking for exactly, maybe what our limits were, but they sure did love their torture. Water, fire, electricity. I think some asshole remade the rack for them. Then they started making weapons. Part-human, part-wolf, all evil. The little ones liked to call them Erasers because if you crossed them- poof! You got erased." She became more somber. "I escaped though; a while ago."

Fury produced a small recording device from his pocket and set it down on the table. He pressed the power button. The lights on the side went off.

"Wait, you're recording this?" Max asked.

"I need to make sure we remember everything you say so we can make a file on these Itex bastards," Fury said. "You do want to fight them, don't you?"

Max nodded hesitantly.

"So tell me how you know the mutant."

She paused and heaved a big sigh, trying to recall the details. "Three or four years ago I was in New York City. We were looking for something; food, a place to hide... I can't remember. Anyway, we found this huge underground facility run by Itex and decided to break everyone out of there. That's where they're from. At least, I think it is."

"Wait, we? Who else was with you?" Fury asked.

"I- I used to be a part of a small group. We were all tested on in the same facility and were all the same breed, so to speak," Max said. She smiled sadly. "Avian Americans, we'd call ourselves. Our own little flock."

"Where are they now?" Fury asked.

"Where all of us go when scientists get bored." She tapped her fingers along the recorder. "The big, flaming ball in the sky."

"I'm sorry," Fury said.

"Don't be. I hate sympathy," Max said with a snarl. "Now because you were stupid enough to pick up one of their pieces of property, they know I'm alive."

"I don't think it was us that tipped them off there." Fury tilted his head and slid a piece of paper across the table. It was a still from the security footage with the bomber from the diner frozen in place.

"He wasn't real," Max said. "They said I was hallucinating or something."

"After the attack on the diner SHIELD began noticing increased volatility in attacks," Fury said. "Specifically ones involving mutants crossed with animals."

"That'd be them." Max crossed her arms in front of her. "They love to roll out that welcome wagon."

"Then help us fight them," Fury said.

"You don't get it; they can't be fought!" Max stared directly into his eye. "You can only run from them. I've been running all my life, I know what it's like."

Fury kept a level expression. "So stop running."

* * *

Max leaned against the door to the living room, lost in her own thoughts, when a familiar voice floated in from just one room over. Hers.

"_...kept us in dog crates until we got too big for them, which they didn't really care about. We were poked and prodded every day; I have more than my fair share of scars to show you. I don't know what they were looking for exactly, maybe what our limits were, but they sure did love their torture-_"

The recording stopped playing as soon as Max slammed the door behind her. She saw everyone involved in the Avengers looking up at her with wide eyes. It made her blood boil.

"What are you doing?" Max walked up to the table and snatched the recording device off of it. She crumbled it in her hands with ease, the mangled bits falling to the floor. "Who gave that to you?"

"Max," Bruce began. "We're so-"

"What? _Sorry_?" Max punctuated her question by slamming her hand on the table. "None of you should have heard that."

"We just want to help-" Tony began. Max had her hands around his throat before he could finish.

"Help? Help how?" She cocked her head to the side. Tony barely weighed anything to her. "Like how you imprisoned me? Groomed me to be your little pet?"

Steve set his hand on her shoulder. "Max. Put him down."

She obeyed for a second, then turned on Steve. "And _you_. You were so interested in being my friend and then you clamoured for information about my past as soon as the opportunity presented itself."

"We needed to know who we were dealing with," Steve replied.

"Or what." Max scowled at him in disgust. "Because that's all I am to all of you. Some circus freak to marvel at. Screw you." She wheeled around the room. "Screw all of you! Where were the Avengers when my family was dying? You guys aren't real mutants."

She pointed at Bruce and Steve. "You got to decide what you became, not me. I was never given the choice. I have never had a normal life, but I'm so sick and tired of people treating me like a freak. Even with people who are supposed to get it; to fight for what's right, you guys are only interested in fighting for what makes you look good."

Tony made a noise as he massaged the bruises forming on his throat. He brushed Max's hand in an attempt to stand.

"Don't even get me started on you," Max said, edging towards Tony. "A two-bit has been; the greatest con man of them all. You can't even control security in your own building, let alone a daughter. I can see how afraid of me you are, every day the fear grows stronger. Should I give you something to be afraid of now, Tony? Something must have broken in you when that nuke exploded, because you aren't even a person any more." She bared her teeth. "Just a shell. An Iron Man."

"How do-" Bruce began.

"Know about the Battle of New York?" Max asked. "I've known for a long time. Darcy and I watched that stupid movie with you guys in it; I had to sit through three hours of heroics. And I'm glad I did." She spat on the white tile. "Now I know you guys are good for nothing except looking good in spandex."

She shoved her way between them on her way out of the room. "I have to go wash this blood out of my hair. See you all in hell."

* * *

Max stared at herself in the fogged-up mirror hours later. She grasped erratically at her hair, tugging the strands downward in an attempt to pull them out. She could still feel the mutant's hands on them, the blood. Even after taking so many showers her skin began to crack and peel, she still couldn't wash away the ghosts that this morning brought back.

She could smell smoke, but she wasn't sure if it was real or not. Her throat made a choked sound as she ran her hands over the kitchen sink and grappled with the cabinets. She needed it gone. She needed it all gone.

The door opened. Max stood up in a hurry and wiped her face in a poor attempt to cover up the tears that had been streaming freely. Natasha stood before her.

"Looking for these?" She held up a pair of scissors.

Max looked at her feet. "You haven't left yet?"

Natasha sighed and closed the door behind her. She sat on the top of the toilet seat lid. "I couldn't leave you alone with a room of men confused about your existence. Telling that origin story must have been hard enough, let alone telling it to a room full of scientists. Nice outburst there. I'd give it a 10/10."

"Yeah, well, that wasn't my choice." Max looked in the mirror, both of her hands on either side of the sink.

"I wasn't who you were expecting to come after you, was I?" Natasha asked. It was one of the only times Max had ever heard her voice her thoughts aloud without careful calculation.

Max shook her head, her careful composure beginning to break. She swiped at a few tears that rolled down her cheek. "No."

A tangible silence stretched between them. A name, unspoken, hung in the air.

_Steve._

Natasha's demeanor changed and she stood, motioning Max to step closer the the sink. She picked up the scissors. "Come on. I'll cut it for you."

Max stood motionless and Natasha took it as a cue to being her work. As locks of hair stained red from blood drifted down towards the drain, for the first time, Max allowed herself to cry.

* * *

**Short reminder that I will be gone next weekend, so there will be no update!**


End file.
